Filed pursuant to Rule 424(b)(4)
Registration No. 333-209744
Todos Medical Limited
59,129,142 Ordinary Shares
The selling security holders named in this
prospectus are offering all of the ordinary shares offered through this prospectus. The ordinary shares to be sold by the selling
security holders as provided in the “Principal and Selling Shareholders” section are: (a) up to 51,411,420 ordinary
shares, par value NIS 0.01 per share, previously issued to such selling security holders (including 103,428 ordinary shares acquired
upon the exercise of employee options by Rami Zigdon, our Chief Executive Officer); (b) up to 1,758,315 employee option shares
that expire on January 11, 2021, of which 555,937 employee option shares are vested and unexercised as of June 12, 2017; and (c)
up to 5,959,406 ordinary shares underlying warrants previously issued to such selling security holders that have not yet been exercised.
We will not receive any proceeds from the sale of the ordinary shares covered by this prospectus.
Since March 7, 2017, our ordinary shares
have been quoted on the OTCQB marketplace of OTC Link, or OTCQB, under the symbol “TOMDF.” There has not yet been any
trading in the ordinary shares on the OTCQB. Prior to March 7, 2017, there was no public trading market for the ordinary shares.
We are an emerging growth company as that
term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and are subject to reduced public
company reporting requirements.
Purchasing our ordinary shares
involves a high degree of risk. See “Risk Factors” beginning on page 9 to read about factors you should consider
before buying our ordinary shares.
NEITHER THE U.S. SECURITIES AND EXCHANGE
COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS PROSPECTUS
IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
The Date of This Prospectus is: June
28, 2017
TABLE OF CONTENTS
You should rely only on the information
contained in this prospectus, any amendment or supplement to this prospectus or any free writing prospectus prepared by us or on
our behalf. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent
information, you should not rely on it. We are not making an offer of these securities, or soliciting any offers to buy these securities,
in any jurisdiction where the offer or solicitation is not permitted. You should not assume that the information contained in this
prospectus is accurate as of any date other than the date on the front of this prospectus, regardless of the time of delivery of
this prospectus or of any sale of our ordinary shares.
We have not done anything that would
permit this offering or possession or distribution of this prospectus in any jurisdiction where action for that purpose is required
other than the United States. Persons outside the United States who come into possession of this prospectus must inform themselves
about, and observe any restrictions relating to, the offering of our ordinary shares set forth in, and the possession and distribution
of, this prospectus outside of the United States.
PROSPECTUS SUMMARY
The following summary does not contain
all of the information you should consider before purchasing our ordinary shares. You should read the following summary together
with the entire prospectus carefully, including the “Risk Factors” section beginning on page 9 and the financial
statements and the accompanying notes to those financial statements beginning on page F-1 before making an investment decision.
Unless the context otherwise requires, references to “we,” “our,” “us,” “our company,”
and “Todos” refer to Todos Medical Limited, an Israeli company. The terms “dollar,” “US$” or
“$” refer to U.S. dollars, the lawful currency of the United States, and the term “NIS” refers to New Israeli
Shekels, the lawful currency of the State of Israel. Unless otherwise indicated, U.S. dollar convenience translations of NIS amounts
presented in this prospectus for the year ended on December 31, 2016 are translated using the rate of NIS 3.845 to $1.00, the exchange
rate reported by the Bank of Israel on December 31, 2016, U.S. dollar convenience translations of NIS amounts presented in this
prospectus for the year ended on December 31,2015 are translated using the rate of NIS 3.902 to $1.00, the exchange rate reported
by the Bank of Israel on December 31, 2015, and U.S. dollar convenience translations of NIS amounts presented in this prospectus
for the year ended on December 31, 2014 are translated using the rate of NIS 3.889 to $1.00, the exchange rate reported by the
Bank of Israel on December 31, 2014.
Our Company
We are a cancer in-vitro-diagnostic (“IVD”)
engaging in the development of a series of patient-friendly blood tests for the detection of a variety of cancers. Our core technology,
Todos Biochemical Infrared Analysis method (“TBIA”), based on research conducted and technology invented by the research
teams at Ben Gurion University (“BGU”) and Soroka Medical Center of Israel, whose intellectual property has been licensed
to us in consideration of our contractual obligation to pay certain licensing fees. On December 9, 2013, our TBIA test obtained
the CE mark approval.
We believe that our clinical results conducted
to date demonstrate the capability to simply and rapidly detect malignant breast and colon tumors in comparison to a controlled
healthy group. We anticipate that future broad clinical trial studies should reveal the full potential of our technology. We believe
our proprietary innovation is conducive to constant improvement in the algorithm as we ascend the learning curve, thereby perfecting
our test performances with each test. Accordingly, we will be required to continue to devote substantial resources and efforts
to research and development activities in order to potentially achieve and maintain a competitive position in this field. We plan
to increase our products portfolio and improve the existing products by improving the algorithms and optimizing the process.
As of June 2, 2017, we have not commenced
marketing and selling our products in any jurisdiction.
One of our objectives in the next two years
is to make our products known in the academic field by publishing articles in medical journals about our TBIA test. During this
period, we plan to begin selling our products in Europe and prepare the groundwork for U.S. Food and Drug Administration (the “FDA”)
approval. We also will focus on enhancing our TBIA proprietary statistical algorithms in order to obtain a higher level of accuracy
for the results of the blood tests. In addition, we believe that automating the process will reduce the relevant costs for the
general public. We believe that proper robots and optimized spectrometers will enhance our method to the higher productivity levels
needed for the TBIA detection tool to be able to perform a higher volume of tests. Our goal is to perform 0.5 million tests in
2019.
Prior to selling our products, we need
to first complete the automation process. This process includes several steps including qualifying a robust new test protocol,
making our test measurement more automated to reduce our dependency on the skills of lab technicians, installing the proper web
cloud data warehouse, and integrating a full business to business network. We plan to protect the confidentiality of patient medical
data and personally identifiable information via: (i) having a secure facility where the data and information we hold will be stored;
and (ii) requiring our third-party providers of data storage to comply with HIPAA and applicable state privacy and security laws
and regulations. These changes will enable our customers to run the tests with lower costs while obtaining faster results. To the
knowledge of the Company’s management, these changes will not impact the previously obtained CE mark approval of the TBIA
test. At this point there can be no assurance that our plan will be implemented in accordance with what we currently envision and
future clinical results may lead to different conclusions about our products.
Currently, the Company is engaged in refining
the protocols for the aforementioned blood tests in order to undergo clinical trials that are required in order to obtain regulatory
approvals for our products including FDA approval. Our plan is to conduct two stages of clinical trials – the first is a
training stage and the second is a validation stage. We will define, in consultation with our statisticians and our future hospital
partners, the number of participants needed for each clinical trial. While the minimum number we will target is 200 participants
per trial, the number may vary from trial to trial. Once the protocols for our tests are refined, we intend to begin the first
stage of clinical trials (training). In this stage, we aim to train our tests to make sure: (a) it works on a consistent basis;
and (b) it is compatible with the population of a country where we perform such clinical trials. In this process, we make the necessary
adaptation to our proprietary technology using mathematical tools in order to reach substantially the same diagnosis results as
are found in earlier clinical studies conducted by us from 2010 through 2013 as described under “Business — Past Clinical
Studies” (which form the baseline for comparison purposes). This baseline may, in the future, include the diagnosis results
found in the currently ongoing fifth clinical study described under “Business — Past Clinical Studies”, once
these diagnosis results are known. Once the necessary adaptation to our proprietary technology is made, the second stage of clinical
trials will be to validate that the tests are able to detect breast cancer and colorectal cancer. Prior to beginning any clinical
trials, a local IRB needs to grant approval to the Company to begin the trial.
The Company is an IVD company developing
proprietary technology which will analyze a blood test to detect the presence of various cancers. As the Company is not developing
a drug, the Company believes it will not need to submit an investigational new drug application to the FDA prior to conducting
clinical trials in the United States. The Company believes it will only need IRB approval prior to conducting clinical trials in
the U.S.
We are currently engaged in performing
clinical trials in Singapore. On June 1, 2016, the Company entered into a clinical trial agreement with the Singapore Hospital
for just a training trial. We made a judgment, along with the Singapore Hospital, that 280 participants is the appropriate number
for the purpose of this training trial. This clinical study will evaluate in terms of sensitivity and specificity the Company’s
TM-B1 method for detection of malignant and benign breast cancer tumors in comparison with standard diagnostic methods. Pursuant
to the clinical trial agreement, the Company will pay the Singapore Hospital approximately $100,000 (approximately $130,000 Singapore
Dollars) to complete this study.
Under the agreement, the Singapore Hospital
is primarily in charge of the recruitment procedure and blood sample collection from recruited participants, all pursuant to the
clinical study protocol, which was approved by the Singapore Centralised IRB in April 2016. Analysis of the samples will be performed
by the Company. The Singapore Hospital will also provide the prognosis of the recruited participants to enable us to measure the
sensitivity and specificity of the TM-B1 method. The agreement is effective until the fulfillment of the parties’ obligations
under the agreement provided that either party may terminate the agreement for breach by the other party. Either party may also
terminate in the event: (i) they are of the reasonable opinion that, in the interests of the health of clinical trial participants
involved in the clinical trial, the clinical trial should be terminated; or (ii) if any regulatory approval is withdrawn. In addition,
the Company may terminate the agreement at any time with 30 days’ prior notice, provided that it will bear certain non-cancellable
costs of the Singapore Hospital in connection with the clinical trial. The Company believe that, if applicable, these non-cancellable
costs will not be material to the Company. Clinical trials under the agreement commenced in 2016 and are expected to be concluded
(training phase) by the end of 2017. We are currently at the advanced stages of the training trial under the agreement and estimate
it will be completed by December 31, 2017. Once the training clinical trial is complete and once our algorithm is adjusted based
on the results of the training trial, we expect to: (i) begin a validation clinical trial which we anticipate will take six to
twelve months to complete (we will need to sign a separate agreement or amend our current agreement with the Singapore Hospital
prior to commencing the validation clinical trial and examine whether we should collaborate with an additional hospital); and (ii)
attempt to ascertain whether there are other regulatory requirements for obtaining commercialization of our tests in Singapore
other than obtaining the permission of Singapore’s Health Sciences Authority to distribute and sell our tests. It is hoped
that we can obtain the necessary regulatory approvals and begin commercialization of our products in Singapore in approximately
six months from the successful completion of the validation phase.
In parallel with the efforts in Singapore,
we are in the initial stages of preparing clinical trial protocols in order to conduct clinical trials in the U.S. We will define,
in consultation with our statisticians and our future hospital partners, the number of participants needed for each of these small
pilot clinical trials. While the minimum number we will target is 200 participants per trial, the number may vary from trial to
trial. We expect that obtaining FDA approval for the marketing and selling of our products in the US will take 2 - 4 years will
cost us approximately $5 million to $10 million. As we do not have this amount of money, the Company would need to raise additional
funds to perform clinical trials in the U.S. in order to receive FDA approval. If we cannot raise the funds, we will not be able
proceed with our efforts to obtain FDA approval. Not being able to obtain FDA approval would significantly harm our viability as
a company.
The purpose of the “small pilot”
clinical trials is to enable the Company to approach the FDA with the results and begin a dialogue with the FDA to seek the FDA’s
recommendation (not their approval) as to trial size and the protocols for future U.S. clinical trials. The Company plans on submitting
a formal application to the FDA for approval of the TBIA method after the Company has completed its clinical trials in the U.S.
There is no guarantee that our tests will
be proven successful. If we are not successful in clinical trials we will not be able to substantiate our business.
Products – Cancer Detection Kits
Our product serves as preliminary cancer
detection tool and cannot be regarded as a final diagnosis. Our product consists of a simple blood test that causes what we believe
to be minor risk and pain to the patient (as demonstrated by the diagram below) that is analyzed by our proprietary technology
to detect the presence of various cancers. Our test analysis results are provided to the healthcare provider who may decide to
refer the patient for additional detections such as colonoscopy for further determination of cancer presence. Our cancer detection
kit includes a special glass slide upon which the PBMC and the plasma are placed. Some tests might also include a salt solution
that is needed for the blood separation process. There is a different test for each cancer type.
Our Challenges
Because we are still in the clinical trials
stage, we are subject to certain challenges, including, among others, that:
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our
technology has been tested on a limited basis and therefore we cannot assure the product’s clinical value;
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although
we have obtained CE mark approval for our tests in the European Union we still need to obtain the requisite regulatory approvals
in the United States and other markets where we plan to focus our commercialization efforts;
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as
of May 23, 2017, our unaudited cash holdings were $736,625. As our burn rate is approximately $65,000 per month (and is expected
to increase), we need to raise an amount of capital sufficient to continue the development of our technology, obtain the requisite
regulatory approvals, and commercialize our current and future products; and
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we
need to obtain reimbursement coverage from third-party payors for procedures using our tests.
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Our ability to operate our business and
achieve our goals and strategies is subject to numerous risks as described more fully in “Risk Factors.”
Corporate Information
We were incorporated as a limited liability
private company under the laws of the State of Israel on April 22, 2010. Our principal executive offices are located at 1 Hamada
Street, Rehovot, Israel. Our telephone number is +972-8-633-3964. Our website address is
www.todosmedical.com
. Information
contained on, or accessible through, our website does not constitute part of this prospectus and is not incorporated by reference
herein.
Implications of Being an Emerging Growth
Company
As a company with less than $1.0 billion
in revenue during our last fiscal year, we qualify as an “emerging growth company” pursuant to the Jumpstart Our Business
Startups Act of 2012 (the “JOBS Act”). An emerging growth company may take advantage of certain exemptions from specified
disclosure and other requirements that are otherwise generally applicable to publicly reporting companies. These exemptions include:
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being
permitted to provide only two years of audited financial statements, in addition to any required unaudited interim financial statements,
with correspondingly reduced “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
disclosure;
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not
being required to comply with the auditor attestation requirements for the assessment of our internal control over financial reporting
provided by Section 404 of the Sarbanes-Oxley Act of 2002;
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not
being required to comply with any requirements adopted by the Public Company Accounting Oversight Board (“PCAOB”)
requiring mandatory audit firm rotation or a supplement to the auditor’s report in which the auditor would be required to
provide additional information about the audit and our financial statements;
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reduced
disclosure obligations regarding executive compensation; and
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not
being required to hold a nonbinding advisory vote on executive compensation or seek shareholder approval of any golden parachute
payments not previously approved.
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In addition, the JOBS Act provides that
an emerging growth company can take advantage of an extended transition period for complying with new or revised accounting standards. We
have elected to take advantage of this extended transition period.
We will remain an emerging growth company
until the earliest of (i) the last day of the fiscal year in which our total annual gross revenues exceed $1.0 billion; (ii) the
last day of the 2021 fiscal year (the fifth anniversary of the date of the first sale of our common equity securities pursuant
to an effective registration statement under the Securities Act); (iii) the date on which we have, during the previous three-year
period, issued more than $1.0 billion in non-convertible debt; or (iv) the date on which we are deemed to be a “large accelerated
filer” under the Securities Exchange Act of 1934, as amended, (the “Exchange Act”). When we are no longer deemed
to be an emerging growth company, we will not be entitled to rely on the exemptions provided in the JOBS Act discussed above. We
may choose to take advantage of some, but not all, of the exemptions available to emerging growth companies. We have taken
advantage of some of the reduced reporting exemptions in this prospectus. Accordingly, the information contained herein and
in future filings with the U.S. Securities and Exchange Commission (the “SEC”) may be different from the information
provided by other publicly reporting companies in similar filings.
Implications of Being a Foreign Private
Issuer
We are also considered a “foreign
private issuer.” In our capacity as a foreign private issuer, we are exempt from certain rules under the Exchange Act that
impose certain disclosure obligations and procedural requirements for proxy solicitations under Section 14 of the Exchange Act.
In addition, our officers, directors and principal shareholders are exempt from the reporting and “short-swing” profit
recovery provisions of Section 16 of the Exchange Act and the rules under the Exchange Act with respect to their purchases and
sales of our ordinary shares. Moreover, we are not required to file periodic reports and financial statements with the SEC as frequently
or as promptly as U.S. companies whose securities are registered under the Exchange Act. In addition, we are not required to comply
with Regulation FD, which restricts the selective disclosure of material information.
The Offering
Issuer
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Todos Medical Limited
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Ordinary shares offered by the selling shareholders
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59,129,142 ordinary
shares (consists of : (a) up to 51,411,420 ordinary shares, par value NIS 0.01 per share, previously issued to such selling
security holders (including 103,428 ordinary shares acquired upon the exercise of employee options by Rami Zigdon, our Chief
Executive Officer); (b) up to 1,758,315 employee option shares that expire on January 11, 2021, of which 555,937 employee
option shares are vested and unexercised as of June 12, 2017; and (c) up to 5,959,406 ordinary shares underlying warrants
previously issued to such selling security holders that have not yet been exercised.). We will not receive any proceeds from
the sale of the ordinary shares covered by this prospectus.
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Ordinary shares outstanding immediately prior to the offering
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69,026,016 ordinary shares.
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Ordinary shares to be outstanding immediately after the offering
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76,743,738 ordinary shares (assumes the exercise of all 1,758,315 employee option shares and all 5,959,406 ordinary shares underlying warrants previously issued to the selling security holders)
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Use of Proceeds
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We are not selling any ordinary shares covered by this prospectus. As such, we will not receive any of the offering proceeds from the registration of the ordinary shares covered by this prospectus.
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Dividend Policy
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We do not anticipate declaring or paying any cash dividends on our ordinary shares following this offering.
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Transfer Agent and the Registrar
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VStock Transfer, LLC, 18 Lafayette Place, Woodmere, NY 11598, phone number: 212-828-8436, and fax number: 646-536-3179.
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Risk Factors
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Purchasing our ordinary shares involves a high degree of risk. See “Risk Factors” beginning on page 9 of this prospectus. See “Risk Factors” and other information included in this prospectus for a discussion of factors you should carefully consider before deciding to purchase our ordinary shares.
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Summary Financial Data
The following tables set forth our summary
financial data. You should read the following summary financial data in conjunction with, and it is qualified in its entirety by
reference to, our historical financial information and other information provided in this prospectus, including “Selected
Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
and our financial statements and the related notes appearing elsewhere in this prospectus.
The summary statements of comprehensive
loss data for the years ended December 31, 2016, 2015 and 2014, and the statements of financial position data as of December 31,
2016 and 2015 are derived from our audited financial statements appearing elsewhere in this prospectus. The historical results
set forth below are not necessarily indicative of the results to be expected in future periods. Our financial statements have been
prepared in accordance with U.S. generally accepted accounting principles.
Statements of Comprehensive Loss Data
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US dollars
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For the Year ended December 31,
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2016
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2015
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2014
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Research and development expenses, net
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$
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317,907
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$
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374,023
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$
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336,474
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General and administrative expenses
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410,982
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456,957
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64,372
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Operating loss
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$
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728,889
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$
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830,980
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$
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400,846
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Financing (income) expenses, net
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$
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(75,428
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$
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(12,439
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$
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(78,779
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Comprehensive loss for the year
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$
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653,461
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$
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818,541
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$
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322,067
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Statements of Financial Position Data
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US dollars
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December 31,
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2016
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2015
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ASSETS
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Current Assets
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Cash and cash equivalents
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$
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439,077
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$
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155,678
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Other current assets
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20,874
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27,017
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Total current assets
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459,951
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182,695
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Property and Equipment, Net
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123,861
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109,585
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Total assets
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$
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583,812
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$
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292,280
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LIABILITIES AND SHAREHOLDERS’ DEFICIT
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Current Liabilities
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Accounts payable
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$
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21,874
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$
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7,383
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Other current liabilities
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28,303
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36,125
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Liability for minimum royalties – current maturity
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85,000
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35,000
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Total current liabilities
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$
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135,177
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$
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78,508
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Long-Term Liabilities
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Long-Term loans from shareholders
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$
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592,868
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608,435
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Warrants liability, at fair value
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259,716
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132,847
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Total long-term liabilities
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$
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852,584
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$
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741,282
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Total liabilities
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$
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987,761
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$
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819,790
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Shareholders' Deficit
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Preferred Shares of NIS
0.01
par value:
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Authorized: 10,000,000 shares at December 31, 2016 and 2015. Issued and outstanding: 3,333,471 shares and 3,096,195 shares at December 31, 2016 and 2015, respectively
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9,424
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8,810
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Ordinary Shares of NIS
0.01
par value:
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Authorized: 990,000,000 shares at December 31, 2016 and 2015. Issued and outstanding: 63,577,734 shares and 58,955,900 shares at December 31, 2016 and 2015, respectively
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166,723
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154,781
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Additional paid-in capital
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1,980,344
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1,215,878
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Accumulated Deficit
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(2,560,440
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)
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(1,906,979
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)
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Total shareholders' deficit
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(403,949
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)
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(527,510
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)
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Total liabilities and shareholders’ deficit
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$
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583,812
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$
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292,280
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RISK FACTORS
Purchasing our securities involves a
high degree of risk. You should carefully consider the following risk factors and all other information contained in this prospectus,
including the financial statements and the related notes appearing at the end of this prospectus, before purchasing our securities.
If any of the following risks actually occur, they may materially harm our business and our financial condition and results of
operations. In any such event, the market price of our securities could decline and you could lose all or part of your investment
Risks Related to Our Business
We have a history of losses, may
incur future losses and may not achieve profitability.
We are a clinical-stage medical diagnostics
company with a limited operating history. We have incurred net losses in each fiscal year since we commenced operations in 2010.
We incurred net losses of $322,067, $818,541 and $653,461 in fiscal years ended December 31, 2014, 2015 and 2016, respectively.
As of December 31, 2016 our accumulated deficit was $2,560,440. Our losses could continue for the foreseeable future as we continue
our investment in research and development and clinical trials to complete the development of our technology and to attain regulatory
approvals, begin the commercialization efforts for our cancer detection kits, increase our marketing and selling expenses, and
incur additional costs as a result of being a publicly reporting company in the United States. The extent of our future operating
losses and the timing of becoming profitable are highly uncertain, and we may never achieve or sustain profitability.
The report of our independent registered
public accounting firm expresses substantial doubt about our ability to continue as a going concern.
Our independent registered public accounting
firm indicated in its report on our financial statements for the year ended December 31, 2016 included in this prospectus that
conditions exist that raise substantial doubt about our ability to continue as a going concern due to our working capital deficit.
A “going concern” opinion could impair investor perceptions and our ability to finance our operations through the sale
of equity, incurring debt, or other financing alternatives. Our ability to continue as a going concern will depend upon many factors
beyond our control including the availability and terms of future funding. If we are unable to achieve our goals and raise the
necessary funds to finance our operations, our business would be jeopardized and we may not be able to continue. If we ceased operations,
it is likely that all of our investors would lose their investment.
We may not
succeed in completing the development of our product, commercializing our product and generating significant revenues.
Since commencing
our operations, we have focused on the research and development and limited clinical trials of our cancer detection kits. Our ability
to generate revenues and achieve profitability depends on our ability to successfully complete the development of our product,
obtain market approval and generate significant revenues. The future success of our business cannot be determined at this time,
and we do not anticipate generating revenues from product sales for the foreseeable future. In addition, we face a number of challenges
with respect to our future commercialization efforts, including, among others, that:
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we
may not have adequate financial or other resources to complete the development of our product including the two stages of clinical
development needed before we can commercialize our products (Israel – training; Israel – validation; Singapore –
training; and Singapore – validation);
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we
may not be able to manufacture our products in commercial quantities, at an adequate quality or at an acceptable cost;
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we
may not be able to meet the timing schedule of (a) completing successful clinical trials in the U.S.; and (b) receiving FDA approval
within our goal of approximately two to four years;
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we
may not receive regulatory approvals, including that of the FDA, for our intended development plan;
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we
may not be able to establish adequate sales, marketing and distribution channels;
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healthcare
professionals and patients may not accept our cancer detection kits;
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technological
breakthroughs in cancer detection, treatment and prevention may reduce the demand for our products;
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changes
in the market for cancer detection, new alliances between existing market participants and the entrance of new market participants
may interfere with our market penetration efforts;
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third-party
payors may not agree to reimburse patients for any or all of the purchase price of our products, which may adversely affect patients?
willingness to purchase our cancer detection kits;
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uncertainty
as to market demand may result in inefficient pricing of our cancer detection kits;
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we
may face third-party claims of intellectual property infringement;
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we
may fail to obtain or maintain regulatory approvals for our cancer detection kits in our target markets or may face adverse regulatory
or legal actions relating to our cancer detection kits even if regulatory approval is obtained; and
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we
are dependent upon the results of ongoing clinical studies relating to our cancer detection kits and the products of our competitors.
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If we are unable
to meet any one or more of these challenges successfully, our ability to effectively commercialize our cancer detection kits could
be limited, which in turn could have a material adverse effect on our business, financial condition and results of operations.
We are in a phase of improving our
technology and adaptation to high throughput procedure.
We are changing our protocol of measurement
as well as our sample handling in order to adapt it to new high throughput methodology. The changes in the protocol and measurement
instrument are significant. The new protocol aims to be more robust, reproducible, fast and easy to handle, however, this transformation
from the manual older protocol to the new one has some risks. To the knowledge of the Company’s management, the new protocol
will not impact the previously obtained CE mark approval of the TBIA test. The results may not be as promising as the former version
and although some procedures may be more reproducible, these procedures will unfortunately damage some molecules which were part
of the diagnostic features in the previous protocol.
The previous tests we performed were
preliminary studies.
We regarded the tests we have conducted
to date with our method as preliminary and these tests included a relatively small number of subjects. Thus, there is a risk in
having lower sufficient sensitivity and/or specificity in the trials we plan on conducting with larger populations in comparison
to the preliminary data we have so far. Increasing the population can increase the variance in the medical condition of the control
patients as well as the cancer patients thus affecting our test performances in cancer detection.
If healthcare
professionals do not recommend our product to their patients, our cancer detection kits may not achieve market acceptance and we
may not become profitable.
Cancer detection
candidates are generally referred by their healthcare professional to a specified device and detection technologies are purchased
by prescription. If healthcare professionals, including physicians, do not recommend or prescribe our product to their patients,
our cancer detection kits may not achieve market acceptance and we may not become profitable. In addition, physicians have historically
been slow to change their medical diagnostic and treatment practices because of perceived liability risks arising from the use
of new products. Delayed adoption of our testing kits by healthcare professionals could lead to a delayed adoption by patients
and third-party payors. Healthcare professionals may not recommend or prescribe our testing kits until certain conditions have
been satisfied including, among others:
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there
is sufficient long-term clinical evidence to convince them to supplement their existing detection methods and device recommendations;
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there
are recommendations from other prominent physicians, educators and/or associations that our testing kits are safe and effective;
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we
obtain favorable data from clinical studies for our testing kits; and
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reimbursement
or insurance coverage from third-party payors is available.
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We cannot predict
when, if ever, healthcare professionals and patients may adopt the use of our testing kits. Even if favorable data is obtained
from clinical studies for our testing kits, there can be no assurance that prominent physicians would endorse it or that future
clinical studies will continue to produce favorable data regarding our testing kits. In addition, prolonged market exposure may
also be a pre-requisite to reimbursement or insurance coverage from third-party payors. If our testing kits do not achieve an adequate
level of acceptance by patients, healthcare professionals and third-party payors, we may not generate significant product revenues
and we may not become profitable.
Our reliance
on limited source suppliers could harm our ability to meet demand for our product in a timely manner or within budget.
We currently depend
on limited source suppliers for some of the components necessary for the production of our product. Our current suppliers
have been able to supply the required quantities of such components to date. However, if the supply of these components is
disrupted or terminated or if our current suppliers are unable to supply required quantities of components, we may not be able
to find alternative sources for these key components in a timely manner. Although we are planning to maintain strategic inventory
of key components, the inventory may not be sufficient to satisfy the demand for our products if such supply is interrupted or
otherwise affected by catastrophic events such as a fire at our storage facility. As a result, we may be unable to meet the demand
for our testing kits, which could harm our ability to generate revenues, lead to customer dissatisfaction and damage our reputation.
If we are required to change the manufacturer of any of these key components, there may be a significant delay in locating a suitable
alternative manufacturer. The delays associated with the identification of a new manufacturer could delay our ability to manufacture
our testing kits in a timely manner or within budget. Furthermore, in the event that the manufacturer of a key component of our
testing kits ceases operations or otherwise ceases to do business with us, we may not have access to the information necessary
to enable another supplier to manufacture the component. The occurrence of any of these events could harm our ability to meet demand
for our testing kits in a timely manner or within budget.
The use
of any of our cancer detection kits could result in product liability or similar claims that could be expensive, damage our reputation
and harm our business.
Our business exposes
us to an inherent risk of potential product liability or similar claims related to the manufacturing, marketing and sale of medical
devices. The medical device industry has historically been litigious, and we face financial exposure to product liability or similar
claims if the use of our kits were to cause or contribute to injury or death, including, without limitation, harm to the body caused
by the procedure or inaccurate diagnoses from the procedure that could affect treatment options. There is also the possibility
that defects in the design or manufacture of any of these products might necessitate a product recall. Although we plan to maintain
product liability insurance, the coverage limits of these policies may not be adequate to cover future claims. In the future, we
may be unable to maintain product liability insurance on acceptable terms or at reasonable costs and such insurance may not provide
us with adequate coverage against potential liabilities. A product liability claim, regardless of merit or ultimate outcome, or
any product recall could result in substantial costs to us, damage to our reputation, customer dissatisfaction and frustration,
and a substantial diversion of management attention. A successful claim brought against us in excess of, or outside of, our insurance
coverage could have a material adverse effect on our business, financial condition and results of operations.
We will
require additional funding in order to commercialize our cancer detection kits and to develop and commercialize of any future products.
As of May 23,
2017, our unaudited cash holdings were $736,624. We will be able to conduct our operations for approximately 11 months using currently
available capital resources. We expect that we will need to continue to spend substantial amounts in order to complete the development,
clinical trial development, regulation and commercialization of our cancer detection kits. We will need to raise additional funds
prior to commercializing our products. Additional financing may not be available to us on a timely basis on terms acceptable to
us, or at all. In addition, any additional financing may be dilutive to our shareholders or may require us to grant a lender a
security interest in our assets.
We expect our
costs during the next twelve (12) months to be approximately $5 million assuming we continue clinical trials in Israel and Singapore
and continue our efforts towards commencing the clinical trials in the U.S. Completing successful clinical trials and receiving
FDA approval within approximately two to four years will require, as an initial step, the raising of this $5 million. If we are
unable to raise $5 million but are still able to raise at least $2 million, we anticipate our operations will consist of conducting
clinical trials in Israel to gain the scientific validation to promote the sale of our products in Israel and to continue clinical
trials efforts in Singapore. If we are unable to raise $2 million, it is highly unlikely we will be able to complete clinical trials
in Israel or Singapore or reach commercialization of our products in any location.
In order to market and sell our products
in Israel, we require the approval of the Ministry of Health. To the best of our knowledge, approval of our products by the Ministry
of Health requires us to comply with CE mark approval and ISO 13485 (which we have already obtained). In the words of the website
of the International Standards Organization, ISO 13485 “specifies requirements for a quality management system where an organization
needs to demonstrate its ability to provide medical devices and related services that consistently meet customer and applicable
regulatory requirements.” The Ministry of Health, however, may have other requirements prior to approving our tests for commercialization
in Israel. The Company has not yet started the regulatory approval process in Israel, however, if it becomes clear we are able
to raise only $2 million, we will attempt to ascertain whether there are other regulatory requirements for obtaining commercialization
of our tests in Israel. Once we begin the process, we expect regulatory approval in Israel to take approximately one year.
Furthermore, if
adequate additional financing on acceptable terms is not available, we may not be able to develop our cancer detection kits at
the rate or to the stage we desire and we may have to delay or abandon the commercialization of our cancer detection kits. Alternatively,
we may be required to prematurely license to third parties the rights to further develop or to commercialize our cancer detection
kits on terms that are not favorable to us. Any of these factors could materially adversely affect our business, financial condition
and results of operations.
We are entering
a potentially highly competitive market.
Early detection is vital to the treatment
of cancer, which is also the focus area of our products. The diagnostic, pharmaceutical and biopharmaceutical industry is characterized
by intense competition and rapid, significant technological changes. Many companies, research institutions and universities are
conducting research and development in a number of areas similar to those that we focus on that could lead to the development of
new products which could compete with our products. Most of the companies against which we will compete have substantially greater
financial, technical, manufacturing, marketing, distribution and other resources. A number of these companies may have or may develop
technologies for developing products for detecting various cancers that could prove to be the same or even superior to ours. We
expect technological developments in the diagnostic, pharmaceutical and biopharmaceutical and related fields to occur at a rapid
rate, and we believe competition will intensify as advances in these fields are made.
If we lose our key personnel or are
unable to attract and retain additional personnel, our business and ability to compete will be harmed.
We are dependent
on the principal members of our management, research and development team and scientific staff. In order to implement our business
strategy, we will need to retain our key personnel with expertise in the areas of research and development, clinical testing, government
regulation, manufacturing, finance, marketing and sales. Our product development plans depend in part on our ability to retain
skilled personnel with expertise in a variety of fields. The loss of a number of these persons or our inability to attract and
retain qualified personnel could harm our business and our ability to compete.
Any disruption
at our facility could materially adversely affect our business, financial condition and results of operations.
We take precautions
to safeguard our facility, including obtaining insurance coverage and implementing health and safety protocols and off-site storage
of computer data. However, a natural or other disaster, such as a fire, flood or an armed conflict involving Israel, as detailed
further below, could damage or destroy our facility and our manufacturing equipment or inventory, cause substantial delays in our
operations and otherwise cause us to incur additional unanticipated expenses. In addition, the insurance we maintain against fires,
floods and other natural disasters may not be adequate to cover our losses in any particular case and it does not cover losses
resulting from armed conflicts or terrorist attacks in Israel. Damage to our facility, our other property or to any of our suppliers,
whether located in Israel or elsewhere, due to fire, a natural disaster or casualty event or an armed conflict, could materially
adversely affect our business, financial condition and results of operations, with or without insurance.
If we are
unable to protect our intellectual property rights, our competitive position could be harmed.
Our success and
ability to compete depends in large part upon our ability to protect our intellectual property. We face several risks and uncertainties
in connection with our intellectual property rights, including, among others:
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pending
and future patent applications may not result in the issuance of patents or, if issued, may not be issued in a form that will
be advantageous to us;
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our
issued patents may be challenged, invalidated or legally circumvented by third parties;
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our
patents may not be upheld as valid and enforceable or prevent the development of competitive products;
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the
eligibility of certain inventions related to diagnostic medicine, more specifically diagnostic methods and processes, for patent
protection in the United States has been limited recently which may affect our ability to enforce our issued patents in the United
States or may make it difficult to obtain broad patent protection going forward in the United States;
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for
a variety of reasons, we may decide not to file for patent protection on various improvements or additional features; and
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intellectual
property protection and/or enforcement may be unavailable or limited in some countries where laws or law enforcement practices
may not protect our proprietary rights to the same extent as the laws of the United States, the European Union, or Israel.
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Consequently,
our competitors could develop, manufacture and sell products that directly compete with our products, which could decrease our
sales and diminish our ability to compete. In addition, competitors could attempt to develop their own competitive technologies
that fall outside of our intellectual property rights. If our intellectual property does not adequately protect us from our competitors’
products and methods, our competitive position could be materially adversely affected.
Because
the medical device industry is litigious, we are susceptible to intellectual property suits that could cause us to incur substantial
costs or pay substantial damages or prohibit us from selling our cancer detection kits.
There is a substantial
amount of litigation over patent and other intellectual property rights in the medical device industry. Whether a product infringes
a patent involves complex legal and factual issues, the determination of which is often uncertain. The Company’s management
is presently unaware of any other parties’ valid patents and proprietary rights which our evolving product designs would
infringe. Searches typically performed to identify potentially infringed patents of third parties are often not conclusive and,
because patent applications can take many years to issue, there may be applications now pending, which may later result in issued
patents which our current or future products may infringe. In addition, our competitors or other parties may assert that our cancer
detection kits and the methods it employs may be covered by patents held by them. If any of our products infringes a valid patent,
we could be prevented from manufacturing or selling it unless we can obtain a license or redesign the product to avoid infringement.
A license may not always be available or may require us to pay substantial royalties. We also may not be successful in any attempt
to redesign our product to avoid infringement. Infringement and other intellectual property claims, with or without merit, can
be expensive and time-consuming to litigate and could divert our management’s attention from operating our business.
The steps
we have taken to protect our intellectual property may not be adequate, which could have a material adverse effect on our ability
to compete in the market.
In addition to
filing patent applications, we rely on confidentiality, non-compete, non-disclosure and assignment of inventions provisions, as
appropriate, with our employees, consultants and, to some extent, our partners, to protect and otherwise seek to control access
to, and distribution of, our proprietary information. These measures may not be adequate to protect our intellectual property from
unauthorized disclosure, third-party infringement or misappropriation, for the following reasons:
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the
agreements may be breached, may not provide the scope of protection we believe they provide or may be determined to be unenforceable;
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we
may have inadequate remedies for any breach;
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proprietary
information could be disclosed to our competitors; or
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others
may independently develop substantially equivalent or superior proprietary information and techniques or otherwise gain access
to our trade secrets or disclose such technologies.
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Specifically,
with respect to non-compete agreements, we may be unable to enforce these agreements, in whole or in part, and it may be difficult
for us to restrict our competitors from gaining the expertise that our former employees gained while working for us. If our intellectual
property is disclosed or misappropriated, it could harm our ability to protect our rights and could have a material adverse effect
on our business, financial condition and results of operations.
We may need
to initiate lawsuits to protect or enforce our patents and other intellectual property rights, which could be expensive and, if
we lose, could cause us to lose some of our intellectual property rights, which would harm our ability to compete in the market.
We rely on patents
to protect a portion of our intellectual property and our competitive position. Patent law relating to the scope of claims in the
technology fields in which we operate is still evolving and, consequently, patent positions in the medical device industry are
generally uncertain. In order to protect or enforce our patent rights, we may initiate patent and related litigation against third
parties, such as infringement suits or interference proceedings. Any lawsuits that we initiate could be expensive, take significant
time and divert our management’s attention from other business concerns and the outcome of litigation to enforce our intellectual
property rights in patents, copyrights, trade secrets or trademarks is highly unpredictable. Litigation also puts our patents at
risk of being invalidated or interpreted narrowly and our patent applications at risk of not issuing. In addition, we may provoke
third parties to assert claims against us. We may not prevail in any lawsuits that we initiate and the damages or other remedies
awarded, including attorney fees, if any, may not be commercially valuable. The occurrence of any of these events could have a
material adverse effect on our business, financial condition and results of operations.
Our future success relies on the
performance and continued service of our current executive officers and directors
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Our success is in part dependent upon the
retention of our management and other personnel. If our management becomes unable or unwilling to participate in our business,
our future business and financial performance could be materially and adversely affected. The loss of services of any of the management
staff would have a material adverse effect on the Company’s operations. The Company has not purchased key man insurance policies
on the lives of its management.
In addition, as our business grows in size
and complexity we must be able to continue to attract, develop and retain qualified personnel sufficient to allow us to adequately
manage and grow our business. If we are unable to do so, our operating results could be negatively impacted. We cannot guarantee
that we will be able to attract and retain personnel as and when necessary in the future.
We will incur significant increased
costs as a result of operating as a publicly reporting company in the United States, and our management will be required to devote
substantial time to new compliance initiatives.
As a publicly reporting company in the
United States, we will incur significant legal, accounting and other expenses that we did not incur as a private company. The Sarbanes-Oxley
Act of 2002, as well as rules and regulations implemented by the SEC, impose various requirements on publicly reporting companies,
including requiring the establishment and maintenance of effective disclosure and financial controls. Our management and other
personnel will need to devote a substantial amount of time to these compliance initiatives. Moreover, these rules and regulations
will increase our legal and financial compliance costs and will make some activities more time consuming and costly. We cannot
predict or estimate the amount of additional costs we may incur as a result of becoming a publicly reporting company or the timing
of such costs. These rules and regulations could make it more difficult and more expensive for us to obtain certain types
of insurance including director and officer liability insurance and we may be required to accept reduced policy limits and coverage
or incur substantial costs to maintain the same or similar coverage. The impact of these requirements could also make it more
difficult for us to attract and retain qualified persons to serve on our board of directors (the “Board”), its committees
or as executive officers. We cannot predict or estimate the amount or timing of additional costs we may incur in order to
comply with such requirements.
We will be required to develop and maintain
proper and effective internal controls over financial reporting. We may not complete our analysis of our internal controls over
financial reporting in a timely manner, or these internal controls may have one or more material weaknesses, which may adversely
affect investor confidence in our company and, as a result, the value of our ordinary shares.
Ensuring that we have adequate internal
financial and accounting controls and procedures in place so that we can produce accurate financial statements on a timely basis
will be a costly and time-consuming effort that will need to be evaluated frequently. Section 404 of the Sarbanes-Oxley Act requires
the management of publicly reporting companies to conduct an annual review and evaluation of their internal controls and to obtain
an attestation report from their registered public accounting firm regarding the effectiveness of internal controls. We will be
required to perform the annual review and evaluation of our internal controls no later than in connection with the second annual
report on Form 20-F that we will be required to file by April 30, 2018. We currently qualify as and expect to remain an emerging
growth company so we do not expect to be required to obtain an attestation report from our registered public accounting firm regarding
the effectiveness of our internal controls in connection with the second annual report on Form 20-F that we will be required to
file by April 30, 2018. We would no longer qualify as an emerging growth company at such time as described in the risk factor immediately
below.
We are in the early stages of the costly
and challenging process of compiling the system and processing documentation necessary to evaluate and correct a material weakness
in internal controls needed to comply with Section 404. The material weakness relates to our being a small company with a limited
number of employees which limits our ability to assert the controls related to the segregation of duties. During the evaluation
and testing process, if we identify one or more additional material weaknesses in our internal control over financial reporting,
we will be unable to assert that our internal controls are effective. If we are unable to assert that our internal control over
financial reporting is effective, we could lose investor confidence in the accuracy and completeness of our financial reports,
which would cause the price of our ordinary shares to decline.
While we currently qualify as an
“emerging growth company” under the JOBS Act, we will cease to be an emerging growth company at the end of 2021 (or
prior to such date), and at such time our costs and the demands placed upon our management will increase.
We will continue to be deemed an emerging
growth company until the earliest of (i) the last day of the fiscal year in which our annual gross revenues exceed $1 billion (as
indexed for inflation); (ii) the last day of the 2021 fiscal year (the fifth anniversary of the date of the first sale of our ordinary
shares pursuant to an effective registration statement under the Securities Act of 1933, as amended (the “Securities Act”));
(iii) the date on which we have, during the previous three-year period, issued more than $1 billion in non-convertible debt; or
(iv) the date on which we are deemed to be a ‘large accelerated filer,’ as defined by the SEC, which would generally
occur upon our attaining a public float of at least $700 million. Once we lose emerging growth company status, we expect the costs
and demands placed upon our management to increase, as we will be required to comply with additional disclosure and accounting
requirements.
There are future financial risks
associated with funding our business operations
.
It is highly likely that the Company will
find it necessary to borrow funds from banks or other financial institutions. No assurances can be given that, at the time the
Company desires to borrow funds, banks or other financial institutions will be willing to loan funds to the Company or that, if
willing, will do so on terms acceptable to management of the Company. As a result, the Company may not be able to acquire data
desired by management which might have a material adverse
There
can be no assurance that we can achieve or maintain profitability.
We
may not achieve or sustain profitability. We cannot guarantee that we will become profitable. Even if we achieve profitability,
given the competitive and evolving nature of the industry in which we operate, we may be unable to sustain or increase profitability
and our failure to do so would adversely affect the Company’s business, including our ability to raise additional funds.
The
Company may become involved in legal proceedings in the ordinary course of business.
From
time to time, we may become involved in various lawsuits and legal proceedings, which arise, in the ordinary course of business.
However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to
time that may harm our business.
The Company’s management is
currently not aware
of any such legal proceedings or claims that we believe will have a material adverse effect on our business, financial condition
or operating results.
Risks Related to Regulations
If we or our future distributors
do not obtain and maintain the necessary regulatory clearances or approvals in a specific country or region, we will not be able
to market and sell our cancer detection kits or future products in that country or region.
We intend to market our cancer detection
kits in a number of international markets. To be able to market and sell our cancer detection kits in a specific country or region,
we or our distributors must comply with the regulations of that country or region. While the regulations of some countries do not
impose barriers to marketing and selling part or all of our products or only require notification, others require that we or our
distributors obtain the approval of a specified regulatory authorities. These regulations, including the requirements for approvals
and the time required for regulatory review, vary from country to country. Obtaining regulatory approvals is expensive and time-consuming,
and we cannot be certain that we or our distributors will receive regulatory approvals for our cancer detection kits or any future
products in each country or region in which we plan to market such products. If we modify our cancer detection kits or any future
products, we or our distributors may need to apply for new regulatory approvals or regulatory authorities may need to review the
planned changes before we are permitted to sell them.
The MHRA is the European Competent Authority
in the United Kingdom for “CE Mark” approval. In 2013, our regulatory authorized representative in Europe submitted
an application to the MHRA for “CE Mark” approval of our TBIA method. We obtained this approval on December 9, 2013
with the receipt of a Certificate of Conformance from our regulatory authorized representative in Europe. We may not meet the quality
and safety standards required to maintain any authorizations we receive in the future or maintain the CE Certificate of Conformance
that we have already received. If we or our distributors are unable to maintain our authorizations or CE Certificate of Conformance
in a particular country or region, we will no longer be able to sell our cancer detection kits or any future products in that country
or region, and our ability to generate revenues will be materially and adversely affected.
If we are unable to successfully
complete clinical trials with respect to our cancer detection kits, we may be unable to receive regulatory approvals or clearances
for our cancer detection kits and/or our ability to achieve market acceptance of our cancer detection kits will be harmed.
The development of cancer diagnostics typically
includes pre-clinical studies. Certain other devices require the submission of data generated from clinical trials, which can be
long, expensive and uncertain processes, subject to delays and failure at any stage. The data obtained from the studies and trials
may be inadequate to support regulatory clearances or approvals, or to obtain equivalent third country approval to CE approval,
or to allow market acceptance of the products being studied. Our cancer detection kits are currently undergoing clinical development.
We conducted clinical studies in cooperation
with leading hospitals in Israel. A study with Soroka Hospital (along with BGU) formed the basis of our methodology. We then conducted
studies, with Belinson and Kaplan Hospitals, that focused on breast and colorectal cancers.
Currently, the Company is engaged in refining
the protocols for the aforementioned blood tests in order to undergo clinical trials that are required in order to obtain regulatory
approvals for our products including for the purpose of seeking FDA approval. Our plan is to conduct two-stage clinical trials
– the first is a training stage and the second is a validation stage. We will define, in consultation with our statisticians
and our future hospital partners, the number of participants needed for each clinical trial. While the minimum number we will target
is 200 participants per trial, the number may vary from trial to trial. Once the protocols for our tests are refined, we intend
to begin the first stage of clinical trials (training). In this stage, we aim to train our tests to make sure: (a) it works on
a consistent basis; and (b) it is compatible with the population of a country where we perform such clinical trials. In this process,
we make the necessary adaptation to our proprietary technology using mathematical tools in order to reach substantially the same
diagnosis results as are found in earlier clinical studies conducted by us from 2010 through 2013 as described under “Business
— Past Clinical Studies” (which form the baseline for comparison purposes). This baseline may, in the future, include
the diagnosis results found in the currently ongoing fifth clinical study described under “Business — Past Clinical
Studies”, once these diagnosis results are known. Once the necessary adaptation to our proprietary technology is made, the
second stage of clinical trials will be to validate that the tests are able to detect breast cancer and colorectal cancer. Prior
to beginning any clinical trials, a local IRB needs to grant approval to the Company to begin the trial.
The Company is an IVD company developing
proprietary technology which will analyze a blood test to detect the presence of various cancers. As the Company is not developing
a drug, the Company believes it will not need to submit an investigational new drug application to the FDA prior to conducting
clinical trials in the United States. The Company believes it will only need IRB approval prior to conducting clinical trials in
the U.S.
We are currently engaged in the first stage
(training stage) of clinical trials in Singapore. On June 1, 2016, the Company entered into a clinical trial agreement with Changi
General Hospital (the “Singapore Hospital”) for a training trial. We made a judgment, along with the Singapore Hospital,
that 280 participants is the appropriate number for the purpose of this training trial. Under the agreement, the Singapore Hospital
is primarily in charge of the recruitment procedure and blood sample collection from recruited participants, all pursuant to the
clinical study protocol, which was approved by the Singapore Centralised IRB in April 2016. Analysis of the samples will be performed
by the Company. The Singapore Hospital will also provide the prognosis of the recruited participants to enable us to measure the
sensitivity and specificity of the TM-B1 method.
The agreement is effective until the fulfillment
of the parties’ obligations under the agreement provided that either party may terminate the agreement for breach by the
other party. Either party may also terminate in the event: (i) they are of the reasonable opinion that, in the interests of the
health of clinical trial participants involved in the clinical trial, the clinical trial should be terminated; or (ii) if any regulatory
approval is withdrawn. In addition, the Company may terminate the agreement at any time with 30 days’ prior notice, provided
that it will bear certain non-cancellable costs of the Singapore Hospital in connection with the clinical trial. The Company believe
that, if applicable, these non-cancellable costs will not be material to the Company.
We are currently at the advanced stages
of the training trial under the agreement and estimate it will be completed by December 31, 2017. Once the training clinical trial
is complete and once our algorithm is adjusted based on the results of the training trial, we expect to: (i) begin a validation
clinical trial which we anticipate will take six to twelve months to complete (we will need to sign a separate agreement or amend
our current agreement with the Singapore Hospital prior to commencing the validation clinical trial and examine whether we should
collaborate with an additional hospital); and (ii) attempt to ascertain whether there are other regulatory requirements for obtaining
commercialization of our tests in Singapore other than obtaining the permission of Singapore’s Health Sciences Authority
to distribute and sell our tests. It is hoped that we can obtain the necessary regulatory approvals and begin commercialization
of our products in Singapore in approximately six months from the successful completion of the validation phase.
This clinical study is evaluating in terms
of sensitivity and specificity the Company’s TM-B1 method for detection of malignant and benign breast cancer tumors in comparison
with standard diagnostic methods. Pursuant to the clinical trial agreement, the Company undertook to pay the Singapore Hospital
approximately $100,000 (approximately $130,000 Singapore Dollars) to complete this study.
“Sensitivity” is the number
of detected cancers divided by the full population having cancer that participated in the study. A sensitivity of 100% means that
our product detected cancer in all of the people with cancer that were diagnosed using our product. A sensitivity of 80% means
that out of 100 people with cancer the test will detect 80 people as being diagnosed with the relevant cancer and the rest will
be defined as healthy.
“Specificity” is the number
of detected healthy subjects divided by the full population of healthy subjects that participated in the study. A specificity of
80% means that out of 100 healthy people who participated in the study – we diagnosed 80 people as healthy. The 20 other
healthy subjects were falsely diagnosed as having cancer.
In parallel with the efforts in Singapore,
we are in the initial stages of preparing clinical trial protocols in order to conduct clinical trials in the U.S. We will define,
in consultation with our statisticians and our future hospital partners, the number of participants needed for each of these small
pilot clinical trials. While the minimum number we will target is 200 participants per trial, the number may vary from trial to
trial. We expect that obtaining FDA approval for the marketing and selling of our products in the US will take 2 - 4 years will
cost us approximately $5 million to $10 million. As we do not have this amount of money, the Company would need to raise additional
funds to perform clinical trials in the U.S. in order to receive FDA approval. If we cannot raise the funds, we will not be able
proceed with our efforts to obtain FDA approval. Not being able to obtain FDA approval would significantly harm our viability as
a company.
The purpose of the “small pilot”
clinical trials is to enable the Company to approach the FDA with the results and begin a dialogue with the FDA to seek the FDA’s
recommendation (not their approval) as to trial size and the protocols for future U.S. clinical trials. The Company plans on submitting
a formal application to the FDA for approval of the TBIA method after the Company has completed its clinical trials in the U.S.
The development of sufficient and appropriate
clinical protocols to demonstrate safety and efficacy are required, and we may not adequately develop such protocols to support
clearance, approval, or to obtain equivalent third country CE approvals. Further any regulatory authority whose approval we will
require in order to market and sell our products in any territory may require us to submit data on a greater number of patients
than we originally anticipated and/or for a longer follow-up period or they may change the data collection requirements or data
analysis applicable to our clinical trials.
The commencement or completion of any of
our clinical studies or trials may be delayed or halted, or be inadequate to support regulatory clearance, approval or product
acceptance, or to obtain local regulatory approvals in any country that we wish to sell our products, for numerous reasons, including,
among others:
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patients
do not enroll in the clinical trial at the rate we expect;
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patients
do not comply with trial protocols;
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patient
follow-up is not at the rate we expect;
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patients
experience adverse side effects;
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patients
die during a clinical trial, even though their death may be unrelated to our product;
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regulatory
authorities do not approve a clinical trial protocol or a clinical trial, or place a clinical trial on hold;
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IRBs,
Ethics Committees and third-party clinical investigators may delay or reject our trial protocol and Informed Consent Form;
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third-party
clinical investigators decline to participate in a study or trial or do not perform a study or trial on our anticipated schedule
or consistent with the investigator agreements, study or trial protocol, good clinical practices or FDA, IRBs, Ethics Committees,
or other applicable requirements;
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third-party
organizations do not perform data collection, monitoring and analysis in a timely or accurate manner or consistent with the study
or trial protocol or investigational or statistical plans;
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regulatory
inspections of our studies, trials or manufacturing facilities may require us to, among other things, undertake corrective action
or suspend or terminate our studies or clinical trials;
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changes
in governmental regulations or administrative actions;
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the
interim or final results of the study or clinical trial are inconclusive or unfavorable as to safety or efficacy; and
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a
regulatory agency or our Notified Body concludes that our trial design is or was inadequate to demonstrate safety and efficacy.
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The results of pre-clinical and clinical
studies do not necessarily predict future clinical trial results, and predecessor clinical trial results may not be repeated in
subsequent clinical trials. Additionally, any regulatory authority whose approval we will require in order to market and sell our
products in any territory may disagree with our interpretation of the data from our pre-clinical studies and clinical trials, or
may find the clinical trial design, conduct or results inadequate to demonstrate safety or efficacy, and may require us to pursue
additional pre-clinical studies or clinical trials, which could further delay the clearance or approval of the sale of our products.
The data we collect from our non-clinical testing, our pre-clinical studies and other clinical trials may not be sufficient to
support regulatory approval.
If the third parties on which we
rely to conduct our clinical trials and clinical development do not perform as contractually required or expected, we may not be
able to obtain regulatory clearance or approval for, or commercialize, our cancer detection kits or future products.
We do not have the ability to independently
conduct our clinical trials for our cancer detection kits and we must rely on third parties, such as contract research organizations,
medical institutions, clinical investigators and contract laboratories to conduct such trials. If these third parties do not successfully
carry out their contractual duties or regulatory obligations or meet expected deadlines, if these third parties need to be replaced,
or if the quality or accuracy of the data they obtain is compromised due to the failure to adhere to our clinical protocols or
regulatory requirements or for other reasons, our pre-clinical development activities or clinical trials may be extended, delayed,
suspended or terminated, and we may not be able to obtain regulatory clearance for, or successfully commercialize, our cancer detection
kits or future products on a timely basis, if at all, and our business, operating results and prospects may be adversely affected.
Furthermore, our third-party clinical trial investigators may be delayed in conducting our clinical trials for reasons outside
of their control.
The results of our clinical trials
may not support our product candidate claims or may result in the discovery of adverse side effects.
Even if our clinical trials are completed
as planned, we cannot be certain that their results will support our product claims or that any regulatory authority whose approval
we will require in order to market and sell our products in any territory will agree with our conclusions regarding them. Success
in pre-clinical studies and early clinical trials does not ensure that later clinical trials will be successful, and we cannot
be sure that clinical trials will replicate the results of prior trials and pre-clinical studies. The clinical trial process may
fail to demonstrate that our cancer detection kits, or any future products, are safe and effective for the proposed indicated uses,
which could cause us to abandon a product and may delay development of others. Any delay or termination of our clinical trials
will delay the filing of our product submissions and, ultimately, our ability to commercialize our cancer detection kits, or any
future products, and generate revenues. It is also possible that patients enrolled in clinical trials will experience adverse
side effects that are not currently part of the product candidate’s profile.
Our cancer detection kits may in
the future be subject to product recalls that could harm our reputation, business and financial results.
The FDA and similar foreign governmental
authorities have the authority to require the recall of commercialized products in the event of material deficiencies or defects
in design or manufacture. In the case of the FDA, the authority to require a recall must be based on an FDA finding that there
is a reasonable probability that the device would cause serious injury or death. In addition, foreign governmental bodies have
the authority to require the recall of our products in the event of material deficiencies or defects in design or manufacture.
Manufacturers may, under their own initiative, recall a product if any material deficiency in a device is found. A government-mandated
or voluntary recall by us or one of our distributors could occur as a result of component failures, manufacturing errors, design
or labeling defects or other deficiencies and issues. Once marketed, recalls of any of our products, including our cancer detection
kits, would divert managerial and financial resources and have an adverse effect on our business, financial condition and results
of operations. The FDA requires that certain classifications of recalls be reported to the FDA within 10 working days after the
recall is initiated. Companies are required to maintain certain records of recalls, even if they are not reportable to the FDA.
We may initiate voluntary recalls involving our products in the future that we determine do not require us to notify the FDA. If
the FDA disagrees with our determinations, they could require us to report those actions as recalls. A future recall announcement
could harm our reputation with customers and negatively affect our sales. In addition, the FDA could take enforcement action against
us based on our failure to report the recalls when they were conducted.
If we are unable to achieve reimbursement
and coverage from third-party payors for laboratory tests using our cancer detection kits, or if reimbursement is insufficient
to create an economic benefit for purchasing or using our cancer detection kits when compared to alternative tests, demand for
our products may not grow at the rate we expect.
The demand for our cancer detection kits
will depend significantly on the eligibility of the tests performed using our cancer detection kits for reimbursement through government-sponsored
healthcare payment systems and private third-party payors. Reimbursement practices vary significantly from country to country and
within some countries, by region, and we must obtain reimbursement approvals on a country-by-country and/or region-by-region basis.
In general, the process of obtaining reimbursement and coverage approvals has been longer outside of the United States. We may
not be able to obtain reimbursement approvals in a timely manner or at all and existing reimbursement and coverage policies may
be revised from time to time by third-party payors. If physicians, hospitals and other healthcare providers are unable to obtain
sufficient coverage and reimbursement from third-party payors for tests using our cancer detection kits, if reimbursement is, or
is perceived by our customers to be, insufficient to create an economic incentive for purchasing or using our cancer detection
kits, or if such reimbursement does not adequately compensate physicians and health care providers compared to the other tests
they offer, demand for our products may not grow at the rate we expect.
Federal and state privacy laws, and
equivalent laws of third countries, may increase our costs of operation and expose us to civil and criminal sanctions.
The Health Insurance Portability and Accountability
Act of 1996, as amended, and the regulations that have been issued under it (collectively, “HIPAA”), and similar laws
outside the United States, contain substantial restrictions and requirements with respect to the use and disclosure of individuals’
protected health information. The HIPAA privacy rules prohibit “covered entities,” such as healthcare providers and
health plans, from using or disclosing an individual’s protected health information, unless the use or disclosure is authorized
by the individual or is specifically required or permitted under the privacy rules. Under the HIPAA security rules, covered entities
must establish administrative, physical and technical safeguards to protect the confidentiality, integrity and availability of
electronic protected health information maintained or transmitted by them or by others on their behalf. While we do not believe
that we will be a covered entity under HIPAA, we believe many of our customers will be covered entities subject to HIPAA. Such
customers may require us to enter into business associate agreements, which will obligate us to safeguard certain health information
we obtain in the course of our relationship with them, restrict the manner in which we use and disclose such information and impose
liability on us for failure to meet our contractual obligations.
In addition, under The Health Information
Technology for Economic and Clinical Health Act of 2009 (“HITECH”), which was signed into law as part of the U.S. stimulus
package in February 2009, certain of HIPAA’s privacy and security requirements are now also directly applicable to “business
associates” of covered entities and subject them to direct governmental enforcement for failure to comply with these requirements.
We may be deemed as a “business associate” of some of our customers. As a result, we may be subject as a “business
associate” to civil and criminal penalties for failure to comply with applicable privacy and security rule requirements.
Moreover, HITECH created a new requirement obligating “business associates” to report any breach of unsecured, individually
identifiable health information to their covered entity customers and imposes penalties for failing to do so.
In addition to HIPAA, most U.S. states
have enacted patient confidentiality laws that protect against the disclosure of confidential medical information, and many U.S.
states have adopted or are considering adopting further legislation in this area, including privacy safeguards, security standards,
and data security breach notification requirements. These U.S. state laws, which may be even more stringent than the HIPAA requirements,
are not preempted by the federal requirements, and we are therefore required to comply with them to the extent they are applicable
to our operations.
These and other possible changes to HIPAA
or other U.S. federal or state laws or regulations, or comparable laws and regulations in countries where we conduct business,
could affect our business and the costs of compliance could be significant. Failure by us to comply with any of the standards regarding
patient privacy, identity theft prevention and detection, and data security may subject us to penalties, including civil monetary
penalties and in some circumstances, criminal penalties. In addition, such failure may damage our reputation and adversely affect
our ability to retain customers and attract new customers.
The protection of personal data, particularly
patient data, is subject to strict laws and regulations in many countries. The collection and use of personal health data in the
EU is governed by the provisions of Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the
protection of individuals with regard to the processing of personal data and on the free movement of such data, commonly known
as the Data Protection Directive. The Directive imposes a number of requirements including an obligation to seek the consent of
individuals to whom the personal data relates, the information that must be provided to the individuals, notification of data processing
obligations to the competent national data protection authorities of individual EU Member States and the security and confidentiality
of the personal data. The Data Protection Directive also imposes strict rules on the transfer of personal data out of the EU to
the US. Failure to comply with the requirements of the Data Protection Directive and the related national data protection laws
of the EU Member States may result in fines and other administrative penalties and harm our business. We may incur extensive costs
in ensuring compliance with these laws and regulations, particularly if we are considered to be a data controller within the meaning
of the Data Protection Directive.
Once we commercialize our product,
security breaches, loss of data and other disruptions could compromise sensitive information related to our business or prevent
us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.
Once we commercialize
our product, in the ordinary course of our business, it is highly likely we and our third-party providers will collect and store
sensitive data, including legally-protected health information and personally identifiable information about patients of patients,
our healthcare provider customers and payers. We also may store sensitive intellectual property and other proprietary business
information including that of our customers and payers. We plan to manage and maintain our data utilizing a combination of on-site
systems and cloud-based data center systems. This data will encompass a wide variety of business critical information, including
research and development information, commercial information and business and financial information.
We face four primary
risks relative to protecting this critical information: loss of access risk, inappropriate disclosure risk, inappropriate modification
risk and the risk of our being unable to identify and audit our controls over the first three risks.
We will be highly
dependent on information technology networks and systems, including the Internet, to securely process, transmit and store this
critical information. Security breaches of this infrastructure, including physical or electronic break-ins, computer viruses, attacks
by hackers and similar breaches, can create system disruptions, shutdowns or unauthorized disclosure or modification of confidential
information. The secure processing, storage, maintenance and transmission of this critical information will be vital to our operations
and business strategy, and we plan to devote significant resources to protecting such information. Although we will take measures
to protect sensitive information from unauthorized access or disclosure, our information technology and infrastructure, and that
of our third-party providers, may be vulnerable to attacks by hackers or viruses or breached due to employee error, malfeasance
or other disruptions.
A security breach
or privacy violation that leads to disclosure or modification of or prevents access to consumer information (including personally
identifiable information or protected health information) could harm our reputation, compel us to comply with disparate state breach
notification laws, require us to verify the correctness of database contents and otherwise subject us to liability under laws that
protect personal data, resulting in increased costs or loss of revenue. If we are unable to prevent such security breaches or privacy
violations or implement satisfactory remedial measures, our operations could be disrupted, and we may suffer loss of reputation,
financial loss and other regulatory penalties because of lost or misappropriated information, including sensitive consumer data.
In addition, these breaches and other inappropriate access can be difficult to detect, and any delay in identifying them may lead
to increased harm of the type described above.
Any such breach
or interruption could compromise our networks or those of our third-party providers, and the information stored there could be
inaccessible or could be accessed by unauthorized parties, publicly disclosed, lost or stolen. Any such interruption in access,
improper access, disclosure or other loss of information could result in legal claims or proceedings, liability under laws that
protect the privacy of personal information, such as HIPAA, and regulatory penalties. Unauthorized access, loss or dissemination
could also disrupt our operations, including our ability to perform tests, provide test results, bill payers or patients, process
claims and appeals, provide customer assistance services, conduct research and development activities, collect, process and prepare
company financial information, provide information about our current and future products and other patient and clinician education
and outreach efforts through our website, and manage the administrative aspects of our business and damage our reputation, any
of which could adversely affect our business. Any such breach could also result in the compromise of our trade secrets and other
proprietary information, which could adversely affect our competitive position.
In addition, the interpretation and application
of consumer, health-related, privacy and data protection laws in the U.S., Europe and elsewhere are often uncertain, contradictory
and in flux. It is possible that these laws may be interpreted and applied in a manner that is inconsistent with our practices.
If so, this could result in government-imposed fines or orders requiring that we change our practices, which could adversely
affect our business. Complying with these various laws could cause us to incur substantial costs or require us to change our business
practices and compliance procedures in a manner adverse to our business.
If we fail to comply with the U.S.
federal Anti-Kickback Statute and similar state and third country laws, we could be subject to criminal and civil penalties and
exclusion from federally funded healthcare programs including the Medicare and Medicaid programs and equivalent third country programs,
which would have a material adverse effect on our business and results of operations.
A provision of the Social Security Act,
commonly referred to as the federal Anti-Kickback Statute, prohibits the knowing and willful offer, payment, solicitation or receipt
of any form of remuneration, directly or indirectly, in cash or in kind, to induce or reward the referring, ordering, leasing,
purchasing or arranging for, or recommending the ordering, purchasing or leasing of, items or services payable, in whole or in
part, by Medicare, Medicaid or any other federal healthcare program. Although there are a number of statutory exemptions and
regulatory safe harbors to the federal Anti-Kickback Statute protecting certain common business arrangements and activities from
prosecution or regulatory sanctions, the exemptions and safe harbors are drawn narrowly, and practices that do not fit squarely
within an exemption or safe harbor may be subject to scrutiny. The federal Anti-Kickback Statute is very broad in scope and many
of its provisions have not been uniformly or definitively interpreted by existing case law or regulations. In addition, most of
the states have adopted laws similar to the federal Anti-Kickback Statute, and some of these laws are even broader than the federal
Anti-Kickback Statute in that their prohibitions may apply to items or services reimbursed under Medicaid and other state programs
or, in several states, apply regardless of the source of payment. Violations of the federal Anti-Kickback Statute may result in
substantial criminal, civil or administrative penalties, damages, fines and exclusion from participation in federal healthcare
programs.
All of our future financial relationships
with U.S. healthcare providers, purchasers, formulary managers, and others who provide products or services to federal healthcare
program beneficiaries will potentially be governed by the federal Anti-Kickback Statute and similar state laws. We believe our
operations will be in compliance with the federal Anti-Kickback Statute and similar state laws. However, we cannot be certain that
we will not be subject to investigations or litigation alleging violations of these laws, which could be time-consuming and costly
to us and could divert management’s attention from operating our business, which in turn could have a material adverse effect
on our business. In addition, if our arrangements were found to violate the federal Anti-Kickback Statute or similar state laws,
the consequences of such violations would likely have a material adverse effect on our business, results of operations and financial
condition.
There are other federal and state laws
that may affect our ability to operate, including the federal civil False Claims Act, which prohibits, among other things, individuals
or entities from knowingly presenting, or causing to be presented, a false or fraudulent claim for payment of government funds
or knowingly making, using or causing to be made or used, a false record or statement material to an obligation to pay money to
the government or knowingly concealing or knowingly and improperly avoiding, decreasing, or concealing an obligation to pay money
to the federal government. Moreover, we may be subject to other federal false claim laws, including, among others, federal criminal
healthcare fraud and false statement statutes that extend to non-government health benefit programs. Moreover, there are analogous
state laws. Violations of these laws can result in substantial criminal, civil or administrative penalties, damages, fines and
exclusion from participation in federal healthcare programs.
Similar restrictions are imposed by the
national legislation of many third countries in which our medical devices will be marketed. Moreover, the provisions of the Foreign
Corrupt Practices Act of 1997 and other similar anti-bribery laws in other jurisdictions generally prohibit companies and their
intermediaries from providing money or anything of value to officials of foreign governments, foreign political parties, or international
organizations with the intent to obtain or retain business or seek a business advantage. Recently, there has been a substantial
increase in anti-bribery law enforcement activity by U.S. regulators, with more aggressive and frequent investigations and enforcement
by both the SEC and the Department of Justice. A determination that our operations or activities violated United States or foreign
laws or regulations could result in imposition of substantial fines, interruption of business, loss of supplier, vendor or other
third-party relationships, termination of necessary licenses and permits, and other legal or equitable sanctions. In addition,
lawsuits brought by private litigants may also follow as a consequence.
Risks Related to Our Operations in Israel
Our principal offices, research and
development facilities and some of our suppliers are located in Israel and, therefore, our business, financial condition and results
of operation may be adversely affected by political, economic and military instability in Israel.
We are incorporated under Israeli law and
our principal executive offices are located in Israel. Accordingly, political, economic and military conditions in Israel directly
affect our business. In addition, all of our employees and officers, and most of our directors, are residents of Israel.
Since the establishment of the State of Israel in 1948, a number of armed conflicts have taken place between Israel and its neighboring
countries. Although Israel has entered into various agreements with Egypt, Jordan and the Palestinian Authority, there has
been an increase in unrest and terrorist activity, which began in September 2000 and has continued with varying levels of severity
into 2017. In mid-2006, Israel was engaged in an armed conflict with Hezbollah in Lebanon, resulting in thousands of rockets being
fired from Lebanon and disrupting most day-to-day civilian activity in northern Israel. Starting in December 2008, for approximately
three weeks, Israel engaged in an armed conflict with Hamas in the Gaza Strip, which involved missile strikes against civilian
targets in various parts of Israel and negatively affected business conditions in Israel. In 2012 and 2014 once again Israel engaged
in an armed conflict with Hamas in the Gaza Strip, with missiles reaching as far as Tel-Aviv. Any hostilities involving Israel
or the interruption or curtailment of trade between Israel and its trading partners could adversely affect our operations and results
of operations.
Popular uprisings in various countries
in the Middle East and North Africa are affecting the political stability of those countries. Such instability may lead to
deterioration in the political and trade relationships that exist between the State of Israel and these countries. Furthermore,
several countries, principally in the Middle East, restrict doing business with Israel and Israeli companies, and additional countries
may impose restrictions on doing business with Israel and Israeli companies if hostilities in the region continue or intensify. Such
restrictions may seriously limit our ability to sell our products to customers in those countries. Parties with whom we may
do business could decline to travel to Israel during periods of heightened unrest or tension. In addition, the political and security
situation in Israel may result in parties with whom we may have agreements involving performance in Israel claiming that they are
not obligated to perform their commitments under those agreements pursuant to force majeure provisions in such agreements. In
addition, any hostilities involving Israel could have a material adverse effect on our facilities including our corporate office
or on the facilities of our local suppliers, in which event all or a portion of our inventory may be damaged, and our ability to
deliver products to customers could be materially adversely affected. Any hostilities involving Israel or the interruption
or curtailment of trade between Israel and its present trading partners, or significant downturns in the economic or financial
condition of Israel, could adversely affect our operations and product development, cause our revenues to decrease and adversely
affect our share price following this offering. Similarly, Israeli corporations are limited in conducting business with entities
from several countries. For example, in 2008 the Israeli legislature adopted a law forbidding any investments in entities that
transact business with Iran. Moreover, individuals in certain geographical regions may refrain from doing business with Israel
and Israeli companies as a result of their objection to Israeli foreign or domestic policies.
Although the Israeli government in the
past covered the reinstatement value of certain damages that were caused by terrorist attacks or acts of war, we cannot assure
you that this government coverage will be maintained, or if maintained, will be sufficient to compensate us fully for damages incurred. Any
losses or damages incurred by us could have a material adverse effect on our business. Any armed conflicts, terrorist activities
or political instability in the region would likely negatively affect business conditions generally and could harm our results
of operations.
Our operations could also be disrupted
by the obligations of personnel based in Israel to perform military service. Some residents of Israel are called upon to perform
military reserve duty each year and, in certain emergency circumstances, may be called to immediate and unlimited active duty.
In response to increases in terrorist activity, there have been periods of significant call-ups of military reservists and it is
possible that there will be similar large-scale military reserve duty call-ups in the future. Our operations could be disrupted
by the absence of personnel related to military service, which could materially adversely affect our business and results of operations.
Your rights and responsibilities
as a shareholder will be governed by Israeli law which differs in some material respects from the rights and responsibilities of
shareholders of U.S. companies.
The rights and responsibilities of the
holders of our ordinary shares are governed by our articles of association, as most recently amended on March 16, 2017 (the “Amended
Articles”) and by Israeli law. These rights and responsibilities differ in some material respects from the rights and
responsibilities of shareholders in U.S.-based corporations. In particular, a shareholder of an Israeli company has a duty
to act in good faith and in a customary manner in exercising its rights and performing its obligations towards the company and
other shareholders, and to refrain from abusing its power in the company, including, among other things, in voting at a general
meeting of shareholders on matters such as amendments to a company’s articles of association, increases in a company’s
authorized share capital, mergers and acquisitions and related party transactions requiring shareholder approval. In addition,
a shareholder who is aware that it possesses the power to determine the outcome of a shareholder vote or to appoint or prevent
the appointment of a director or executive officer in the company has a duty of fairness toward the company. There is limited
case law available to assist us in understanding the nature of this duty or the implications of these provisions. These provisions
may be interpreted to impose additional obligations and liabilities on holders of our ordinary shares that are not typically imposed
on shareholders of U.S. corporations.
It may be difficult to enforce a
judgment of a U.S. court against us, our officers and directors in Israel or the United States, to assert U.S. securities laws
claims in Israel or to serve process on our officers and directors.
We are incorporated in Israel. Most
of our executive officers and most of our directors reside in Israel, and substantially all of our assets and most of the assets
of these persons are located in Israel. Therefore, a judgment obtained against us, or any of these persons, including a judgment
based on the civil liability provisions of the U.S. federal securities laws, may not be collectible in the United States and may
not be enforced by an Israeli court. It also may be difficult for you to effect service of process on these persons in the
United States or to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse
to hear a claim based on an alleged violation of U.S. securities laws on the grounds that Israel is not the most appropriate forum
in which to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli
law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law
must be proven as a fact by expert witnesses, which can be a time consuming and costly process. Certain matters of procedure
will also be governed by Israeli law. There is little binding case law in Israel that addresses the matters described above. As
a result of the difficulty associated with enforcing a judgment against us in Israel, you may not be able to collect any damages
awarded by either a U.S. or foreign court. See “Enforceability of Civil Liabilities” for additional information
on your ability to enforce a civil claim against us and our executive officers or directors.
Provisions of Israeli law and our
Amended Articles may delay, prevent or otherwise impede a merger with, or an acquisition of, us, even when the terms of such a
transaction are favorable to us and our shareholders.
Israeli corporate law regulates mergers,
requires tender offers for acquisitions of shares above specified thresholds, requires special approvals for transactions involving
directors, officers or significant shareholders and regulates other matters that may be relevant to such types of transactions. For
example, a tender offer for all of a company’s issued and outstanding shares can only be completed if the acquirer receives
positive responses from the holders of at least 95% of the issued share capital and the approval of a majority of the offerees
that do not have a personal interest in the tender offer, unless at least 98% of the company’s outstanding shares are tendered. Furthermore,
the shareholders, including those who indicated their acceptance of the tender offer (unless the acquirer stipulated in its tender
offer that a shareholder that accepts the offer may not seek appraisal rights), may, at any time within six months following the
completion of the tender offer, petition an Israeli court to alter the consideration for the acquisition. In addition, a merger
may not be consummated unless at least 50 days have passed from the date on which a proposal for approval of the merger was filed
by each party with the Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved
by the shareholders of each party. See “Provisions Restricting Change in Control in our Company” for additional
information.
Furthermore, Israeli tax considerations
may make potential transactions unappealing to us or to our shareholders whose country of residence does not have a tax treaty
with Israel exempting such shareholders from Israeli tax. For example, Israeli tax law does not recognize tax-free share exchanges
to the same extent as U.S. tax law. With respect to mergers, Israeli tax law allows for tax deferral in certain circumstances
but makes the deferral contingent on the fulfillment of a number of conditions, including, in some cases, a holding period of two
years from the date of the transaction during which sales and dispositions of shares of the participating companies are subject
to certain restrictions. Moreover, with respect to certain share swap transactions, the tax deferral is limited in time, and
when such time expires, the tax becomes payable even if no disposition of the shares has occurred.
We have received and may continue
to receive Israeli governmental grants to assist in the funding of our research and development activities. If we lose our funding
from these research and development grants, we may encounter difficulties in the funding of future research and development projects
and implementing technological improvements, which would harm our operating results.
From inception through December 31, 2016,
we have been awarded an aggregate of approximately $272,237 in the form of grants from the Israeli Office of the Chief Scientist,
or OCS. The requirements and restrictions for such grants are found in the Israeli Encouragement of Research and Development Law,
5744-1984 and the regulations, rules, circulars and guidelines promulgated or published thereunder (the “Research Law”).
Under the Research Law, royalties of 3% to 3.5% on the revenues derived from sales of products or services developed in whole or
in part using these OCS grants are payable to the Israeli government. We developed our technologies, at least in part, with funds
from these grants, and accordingly we would be obligated to pay these royalties on sales of any of our product candidates that
achieve regulatory approval. The maximum aggregate royalties paid generally cannot exceed 100% of the grants made to us, plus annual
interest equal to the 12-month LIBOR applicable to dollar deposits, as published on the first business day of each calendar year.
As of December 31, 2016, the balance of the principal and interest in respect of our commitments for future payments to the OCS
totaled approximately $277,000. As of December 31, 2016, we had not paid any royalties to the OCS. In 2016, the Company received
a grant from the OCS for up to $185,000 for research and development expenses. We received the sum of $110,221 out of the $185,000
approved. In 2017 we applied for an additional grant of $320,000 from the OCS, which application is pending the approval of the
OCS. If we fail to satisfy the conditions of the Research Law, we may be required to refund certain grants previously received
together with interest and penalties.
These grants have funded some of our personnel,
development activities with subcontractors and other research and development costs and expenses. However, if these awards are
not funded in their entirety or if new grants are not awarded in the future, due to, for example, OCS budget constraints or governmental
policy decisions, our ability to fund future research and development and implement technological improvements would be impaired,
which would negatively impact our ability to develop our product candidates.
The Israeli government grants we
have received for research and development expenditures restrict our ability to manufacture products and transfer technologies
outside of Israel and require us to satisfy specified conditions. If we fail to satisfy these conditions, we may be required to
refund grants previously received together with interest and penalties.
Our research and development efforts have
been financed, in part, through the grants that we have received from the OCS. We, therefore, must comply with the requirements
of the Research Law.
Under the Research Law, we are prohibited
from manufacturing products developed using these grants outside of the State of Israel without special approvals. We may not receive
the required approvals for any proposed transfer of manufacturing activities. Even if we do receive approval to manufacture products
developed with government grants outside of Israel, the royalty rate may be increased and we may be required to pay up to 300%
of the grant amounts plus interest, depending on the manufacturing volume that is performed outside of Israel. This restriction
may impair our ability to outsource manufacturing or engage in our own manufacturing operations for those products or technologies.
See “Management’s Discussion and Analysis of Financial Condition and Results of Operations — Results of Operations
— Research and Development Expenses” for additional information.
Additionally, under the Research Law, we
are prohibited from transferring, including by way of license, the OCS-financed technologies and related intellectual property
rights and know-how outside of the State of Israel, except under limited circumstances and only with the approval of the OCS Research
Committee. We may not receive the required approvals for any proposed transfer and, even if received, we may be required to pay
the OCS a portion of the consideration that we receive upon any sale of such technology to a non-Israeli entity up to 600% of the
grant amounts plus interest. The scope of the support received, the royalties that we have already paid to the OCS, the amount
of time that has elapsed between the date on which the know-how or the related intellectual property rights were transferred and
the date on which the OCS grants were received and the sale price and the form of transaction will be taken into account in order
to calculate the amount of the payment to the OCS. Approval of the transfer of technology to residents of the State of Israel is
required, and may be granted in specific circumstances only if the recipient abides by the provisions of applicable laws, including
the restrictions on the transfer of know-how and the obligation to pay royalties. No assurance can be made that approval to any
such transfer, if requested, will be granted.
These restrictions may impair our ability
to sell our technology assets or to perform or outsource manufacturing outside of Israel, engage in change of control transactions
or otherwise transfer our know-how outside of Israel and may require us to obtain the approval of the OCS for certain actions and
transactions and pay additional royalties and other amounts to the OCS. In addition, any change of control and any change of ownership
of our ordinary shares that would make a non-Israeli citizen or resident an “interested party,” as defined in the Research
Law, requires prior written notice to the OCS.
These restrictions will continue to apply
even after we have repaid the full amount of royalties on the grants. For the years ended December 31, 2014, 2015 and 2016,
we recorded grants totaling $0 and $0 and $110,221 from the OCS, respectively. The grants represented 0%, 0% and 23%, respectively,
of our gross research and development expenditures for the years ended December 31, 2014, 2015 and 2016. In 2017 we applied
for an additional grant of $320,000 from the OCS, which application is pending the approval of the OCS. If we fail to satisfy the
conditions of the Research Law, we may be required to refund certain grants previously received together with interest and penalties.
Risks Related to the Company
For as long as we are an “emerging
growth company,” we will not be required to comply with certain reporting requirements that apply to other publicly reporting
companies. We cannot predict whether the reduced disclosure requirements applicable to emerging growth companies will make our
ordinary shares less attractive to investors.
We are an “emerging growth company,”
as defined in the JOBS Act. For as long as we continue to be an emerging growth company, we may choose to take advantage of
certain exemptions from reporting requirements applicable to other publicly reporting companies that are not emerging growth companies.
These include: (i) not being required to comply with the auditor attestation requirements for the assessment of our internal controls
over financial reporting provided by Section 404 of the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley Act, (ii) not being required
to comply with any requirements adopted by the PCAOB requiring mandatory audit firm rotation or a supplement to the auditor’s
report in which the auditor would be required to provide additional information about the audit and the financial statements of
the issuer, (iii) not being required to comply with any new audit rules adopted by the PCAOB after April 5, 2012 unless the SEC
determines otherwise, (iv) not being required to provide certain disclosure regarding executive compensation required of larger
publicly reporting companies, and (v) not being required to hold a non-binding advisory vote on executive compensation or seek
shareholder approval of any golden parachute payments not previously approved. We could be an emerging growth company for up to
four years from the end of our current fiscal year, although, if the market value of our ordinary shares that is held by non-affiliates
exceeds $700 million as of any June 30 before the end of that four-year period, we would cease to be an emerging growth company
as of the following December 31. We cannot predict if investors will find our ordinary shares less attractive if we choose to rely
on these exemptions. If some investors find our ordinary shares less attractive as a result of any choices to reduce future disclosure,
there may be a less active trading market for our ordinary shares and our share price may be more volatile. Further, as a
result of these scaled regulatory requirements, our disclosure may be more limited than that of other publicly reporting companies
and you may not have the same protections afforded to shareholders of such companies.
We are a foreign private issuer and,
as a result, we are not subject to U.S. proxy rules and are subject to reporting obligations that, to some extent, are more lenient
and less frequent than those applicable to a U.S. issuer.
Because we qualify as a foreign private
issuer under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), we are exempt from certain provisions
of the Exchange Act that are applicable to U.S. publicly reporting companies, including (i) the sections of the Exchange Act regulating
the solicitation of proxies, consents or authorizations in respect of a security registered under the Exchange Act, (ii) the sections
of the Exchange Act requiring insiders to file public reports of their stock ownership and trading activities and liability for
insiders who profit from trades made in a short period of time, and (iii) the rules under the Exchange Act requiring the filing
with the SEC of quarterly reports on Form 10-Q containing unaudited financial and other specified information, or current reports
on Form 8-K, upon the occurrence of specified significant events. In addition, while U.S. domestic issuers that are not large accelerated
filers or accelerated filers are required to file their annual reports on Form 10-K within 90 days after the end of each fiscal
year, foreign private issuers are not required to file their annual report on Form 20-F until 120 days after the end of each fiscal
year. Foreign private issuers are also exempt from the Regulation Fair Disclosure, aimed at preventing issuers from making selective
disclosures of material information.
Exchange rate fluctuations between
the U.S. dollar and the NIS and the Euro and inflation may negatively affect our earnings and we may not be able to hedge our currency
exchange risks successfully.
The dollar is our functional and reporting
currency. However, a significant portion of our operating expenses, including personnel and facilities related expenses, are
incurred in NIS. As a result, we are exposed to the risks that the NIS may appreciate relative to the U.S. dollar, or, if the NIS
instead devalues relative to the U.S. dollar, that the inflation rate in Israel may exceed such rate of devaluation of the NIS,
or that the timing of such devaluation may lag behind inflation in Israel. In any such event, the dollar cost of our operations
in Israel would increase and our dollar-denominated results of operations would be adversely affected. The Israeli rate of inflation
has not had a material adverse effect on our financial condition during 2014, 2015 and 2016. In addition, we expect to incur operating
expenses denominated in various currencies, and therefore, our operating results are also subject to fluctuations due to changes
in the various exchange rates. Given our general lack of currency hedging arrangements to protect us from fluctuations in the exchange
rates of the NIS, the Euro and other foreign currencies in relation to the U.S. dollar (and/or from inflation of such foreign currencies),
we may be exposed to material adverse effects from such movements. We cannot predict any future trends in the rate of inflation
in Israel or the rate of devaluation (if any) of the NIS against any other currency.
Risks Related to Our Ordinary Shares
There is no public trading market
for our ordinary shares and our shareholders may not be able to resell their ordinary shares.
There is no established public trading
market for our securities. Our shares started being quoted on the OTCQB on March 7, 2017. We cannot assure that a regular trading
market will develop or that if developed, will be sustained. In the absence of a trading market, a shareholder may be unable to
liquidate its investment, which will result in the loss of such shareholder's investment.
Future issuance
of our ordinary shares could dilute the interests of existing shareholders.
We may issue additional
ordinary shares in the future. The issuance of a substantial amount of ordinary shares could have the effect of substantially diluting
the interests of our shareholders. In addition, the sale of a substantial amount of ordinary shares in the public market, in the
initial issuance, in a situation in which we acquire a company and the acquired company receives ordinary shares as consideration
and the acquired company subsequently sells its ordinary shares, or by investors who acquired such ordinary shares in a private
placement, could have an adverse effect on the market price of our ordinary shares.
We have a significant number of options
and warrants outstanding, and while these options and warrants are outstanding, it may be more difficult to raise additional equity
capital.
As of June 12, 2017, we had outstanding
options and warrants to purchase 3,378,836 and 5,959,406 ordinary shares, respectively. The holders of these options and warrants
are given the opportunity to profit from a rise in the market price of our ordinary shares. We may find it more difficult to raise
additional equity capital while these options and warrants are outstanding. At any time during which these warrants are likely
to be exercised, we may be unable to obtain additional equity capital on more favorable terms from other sources. Additionally,
the exercise of these options and warrants will cause the increase of our outstanding ordinary shares, which could have the effect
of substantially diluting the interests of our current shareholders.
We have no plans to pay dividends.
To date, we have paid no cash dividends
on our ordinary shares. For the foreseeable future, earnings generated from our operations will be retained for use in our business
and not to pay dividends.
The potential
future application of the SEC’s “penny stock” rules to our ordinary shares could limit trading activity in the
market, and our shareholders may find it more difficult to sell their shares.
It is expected
our ordinary shares, will be trading at less than $5.00 per share and will therefore be subject to the SEC’s penny stock
rules. Penny stocks generally are equity securities with a price of less than $5.00. Penny stock rules require a broker-dealer,
prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document
that provides information about penny stocks and the risks in the penny stock market. The broker-dealer also must provide the customer
with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction,
and monthly account statements showing the market value of each penny stock held in the customer’s account. The broker-dealer
must also make a special written determination that the penny stock is a suitable investment for the purchaser and receive the
purchaser’s written agreement to the transaction. These requirements may have the effect of reducing the level of trading
activity, if any, in the secondary market for a security that becomes subject to the penny stock rules. The additional burdens
imposed upon broker-dealers by such requirements may discourage broker-dealers from effecting transactions in our securities, which
could severely limit their market price and liquidity of our securities. These requirements may restrict the ability of broker-dealers
to sell our ordinary shares and may affect our shareholders' ability to resell their ordinary shares.
In the event a market develops for
our ordinary shares, the market price of our ordinary shares may be volatile.
In the event a market develops for our
ordinary shares, the market price of our ordinary shares may be highly volatile, as is the stock market in general, and the market
for OTC quoted stocks in particular. Some of the factors that may materially affect the market price of our ordinary shares are
beyond our control, such as changes in financial estimates by industry and securities analysts, conditions or trends in the industry
in which we operate or sales of our ordinary shares. These factors may materially adversely affect the market price of our ordinary
shares, regardless of our performance. In addition, the public stock markets have experienced extreme price and trading volume
volatility. This volatility has significantly affected the market prices of securities of many companies for reasons frequently
unrelated to the operating performance of the specific companies. These broad market fluctuations may adversely affect the market
price of our ordinary shares.
THE FOREGOING IS MERELY A SUMMARY OF CERTAIN
SIGNIFICANT RISKS ASSOCIATED WITH AN INVESTMENT IN THE COMPANY THROUGH THE PURCHASE OF OUR ORDINARY SHARES. A PROSPECTIVE INVESTOR
SHOULD CAREFULLY READ THIS DOCUMENT AND ANY EXHIBITS ATTACHED HERETO IN THEIR ENTIRETY AND, WHERE APPROPRIATE, SHOULD CONSULT WITH
THEIR INDEPENDENT ADVISORS PRIOR TO MAKING A DECISION TO INVEST IN THE COMPANY. IN ADDITION, AS THE COMPANY’S BUSINESS DEVELOPS
AND CHANGES OVER TIME, AN INVESTMENT IN THE COMPANY MAY BE SUBJECT TO ADDITIONAL AND DIFFERENT RISK FACTORS. NO ASSURANCE CAN BE
MADE THAT PROFITS WILL BE ACHIEVED OR THAT SUBSTANTIAL LOSSES WILL NOT BE INCURRED BY THE COMPANY.
SPECIAL NOTE ON FORWARD-LOOKING STATEMENTS
This prospectus contains statements that
may be deemed to be “forward-looking statements” within the meaning of the federal securities laws. These statements
relate to anticipated future events, future results of operations and/or future financial performance. In some cases,
you can identify forward-looking statements by their use of terminology such as “anticipate,” “believe,”
“could,” “estimate,” “expect,” “future,” “intend,” “may,”
“ought to,” “plan,” “possible,” “potentially,” “predicts,” “project,”
“should,” “will,” “would,” negatives of such terms or other similar terms. These forward-looking
statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements
to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements.
The forward-looking statements in this prospectus include, without limitation, statements relating to:
|
·
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our
goals and strategies;
|
|
·
|
the
timing and conduct of the clinical trials for our cancer screening kits, including statements regarding the timing, progress and
results of current and future preclinical studies and clinical trials, and our research and development programs;
|
|
·
|
the
clinical utility, potential advantages and timing or likelihood of regulatory filings and approvals of our cancer screening kits;
|
|
·
|
our
future business development, results of operations and financial condition;
|
|
·
|
our
ability to protect our intellectual property rights;
|
|
·
|
our
plans to develop and commercialize our pipeline products;
|
|
·
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market
acceptance of our product;
|
|
·
|
our
estimates regarding expenses, future revenues, capital requirements and our need for additional financing;
|
|
·
|
our
estimates regarding the market opportunity for our cancer screening kits;
|
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·
|
the
impact of government laws and regulations;
|
|
·
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our
ability to recruit and retain qualified regulatory and research and development personnel;
|
|
·
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unforeseen
changes in healthcare reimbursement for any of our approved products;
|
|
·
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difficulties
in maintaining commercial scale manufacturing capacity and capability; our ability to generate growth;
|
|
·
|
our
failure to comply with regulatory guidelines;
|
|
·
|
uncertainty
in industry demand and patient wellness behavior;
|
|
·
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future
sales of large blocks or our ordinary shares, which may adversely impact our share price; and
|
|
·
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depth
of the trading market in our ordinary shares.
|
The preceding list is not intended to be
an exhaustive list of all of our forward-looking statements. Forward-looking statements reflect our current views with respect
to future events and are based on assumptions and subject to risks and uncertainties, including those described in “Risk
Factors.”
You should not unduly rely on any forward-looking
statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee
that future results, levels of activity, performance and events and circumstances reflected in the forward-looking statements will
be achieved or will occur. Except as required by law, we undertake no obligation to update publicly any forward-looking statements
for any reason after the date of this prospectus, to conform these statements to actual results or to changes in our expectations.
USE OF PROCEEDS
The selling security holders named in this
prospectus are offering all of the ordinary shares offered through this prospectus. The ordinary shares to be sold by the selling
security holders as provided in the “Principal and Selling Shareholders” section are: (a) up to 51,411,420 ordinary
shares, par value NIS 0.01 per share, previously issued to such selling security holders (including 103,428 ordinary shares acquired
upon the exercise of employee options by Rami Zigdon, our Chief Executive Officer); (b) up to 1,758,315 employee option shares
that expire on January 11, 2021, of which 555,937 employee option shares are vested and unexercised as of June 12, 2017; and (c)
up to 5,959,406 ordinary shares underlying warrants previously issued to such selling security holders that have not yet been exercised.
We will not receive any proceeds from the sale of the ordinary shares covered by this prospectus.
DIVIDEND POLICY
We have never declared or paid dividends
on our ordinary shares and currently do not intend to pay cash dividends on our ordinary shares in the foreseeable future. We currently
intend to retain all of our future earnings, if any, to finance the growth and development of our business.
Our ability to distribute dividends is
limited by the provisions of the Israeli law and also may be limited by future contractual obligations which we may enter into.
The Israeli Companies Law restricts our ability to declare dividends. Unless otherwise approved by a court, we can distribute dividends
only from “profits” (as defined by the Israeli Companies Law), and only if there is no reasonable concern that the
dividend distribution will prevent us from meeting our existing and foreseeable obligations as they become due. Subject to the
foregoing, payment of future dividends, if any, will be at the discretion of our Board and will depend on various factors, such
as our financial condition, operating results, current and anticipated cash needs and other business and economic factors that
our Board may deem relevant.
CAPITALIZATION
The following table sets forth our capitalization
as of December 31, 2016 on an actual basis:
You should read this table in conjunction
with “Selected Financial Data,” “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” and our financial statements and related notes included elsewhere in this prospectus.
Cash and cash equivalents
|
|
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439,077
|
|
|
|
|
|
|
Shareholders' Deficit:
|
|
|
|
|
Preferred Shares
|
|
|
9,424
|
|
Ordinary Shares
|
|
|
166,723
|
|
Additional paid in capital
|
|
|
1,980,344
|
|
|
|
|
|
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Accumulated Deficit
|
|
|
(2,560,440
|
)
|
|
|
|
|
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Total Shareholders’ Deficit
|
|
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(403,949
|
)
|
|
|
|
|
|
Total capitalization
|
|
|
(403,949
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)
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DILUTION
The ordinary shares to be sold by the selling
security holders as provided in the “Principal and Selling Shareholders” section are ordinary shares that are currently
issued or, in the case of ordinary shares underlying warrants, ordinary shares that are considered to have already been issued.
Accordingly, there will be no dilution to our existing shareholders.
ENFORCEABILITY OF CIVIL LIABILITIES
We are incorporated under the laws of the
State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in this prospectus,
substantially all of whom reside outside the United States, may be difficult to obtain within the United States. Furthermore,
because substantially all of our assets, and those of our directors and officers and the Israeli experts named herein, are located
outside the United States, any judgment obtained in the United States against us or any of these persons may not be collectible
within the United States.
We have been informed by our legal counsel
in Israel, Dana Livneh-Zemer, Law Office, that it may be difficult to assert U.S. securities laws claims in original actions instituted
in Israel. Israeli courts may refuse to hear a claim based on an alleged violation of U.S. securities laws on the grounds
that Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear
a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable,
the content of applicable U.S. law must be proved as a fact by expert witnesses, which can be a time-consuming and costly process. Certain
matters of procedure will also be governed by Israeli law.
Subject to certain time limitations and
legal procedures, Israeli courts may enforce a U.S. judgment in a civil matter, including a judgment based upon the civil liability
provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter,
provided that, among other things:
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·
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the
judgment was rendered by a court which was, according to the laws of the state of the court, competent to render the judgment;
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|
·
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the
judgment may no longer be appealed;
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|
·
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the
obligation imposed by the judgment is enforceable according to the rules relating to the enforceability of judgments in Israel
and the substance of the judgment is not contrary to public policy; and
|
|
·
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the
judgment is executory in the state in which it was given.
|
Even if such conditions
are met, an Israeli court may not declare a foreign civil judgment enforceable if:
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·
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the
judgment was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional
cases);
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|
·
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the
enforcement of the judgment is likely to prejudice the sovereignty or security of the State of Israel;
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·
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the
judgment was obtained by fraud;
|
|
·
|
the
opportunity given to the defendant to bring its arguments and evidence before the court was not reasonable in the opinion of the
Israeli court;
|
|
·
|
the
judgment was rendered by a court not competent to render it according to the laws of private international law as they apply in
Israel;
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|
·
|
the
judgment is contradictory to another judgment that was given in the same matter between the same parties and that is still valid;
or
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|
·
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at
the time the action was brought in the foreign court, a lawsuit in the same matter and between the same parties was pending before
a court or tribunal in Israel.
|
Foreign judgments enforced by Israeli courts
will generally be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. The
usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to
render judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but
the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court
stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory
rate set by Israeli regulations prevailing at that time. Judgment creditors must bear the risk of unfavorable exchange
rates.
SELECTED FINANCIAL DATA
The following tables set forth our selected
financial data. You should read the following selected financial data in conjunction with, and it is qualified in its entirety
by reference to, our historical financial information and other information provided in this prospectus, including “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” and our financial statements and the related notes
appearing elsewhere in this prospectus.
The summary statements of comprehensive
loss data for the years ended December 31, 2016, 2015 and 2014, and the statements of financial position data as of December 31,
2016 and 2015 are derived from our audited financial statements appearing elsewhere in this prospectus. The historical results
set forth below are not necessarily indicative of the results to be expected in future periods. Our financial statements have been
prepared in accordance with U.S. generally accepted accounting principles.
Statements of Comprehensive Loss Data
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US dollars
|
|
|
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For the Year ended December 31,
|
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|
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2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses, net
|
|
$
|
317,907
|
|
|
$
|
374,023
|
|
|
$
|
336,474
|
|
General and administrative expenses
|
|
|
410,982
|
|
|
|
456,957
|
|
|
|
64,372
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating loss
|
|
$
|
728,889
|
|
|
$
|
830,980
|
|
|
$
|
400,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financing (income) expenses, net
|
|
$
|
(75,428
|
)
|
|
$
|
(12,439
|
)
|
|
$
|
(78,779
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss for the year
|
|
$
|
653,461
|
|
|
$
|
818,541
|
|
|
$
|
322,067
|
|
Statements of Financial Position Data
|
|
US dollars
|
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
Current Assets
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
439,077
|
|
|
$
|
155,678
|
|
Other current assets
|
|
|
20,874
|
|
|
|
27,017
|
|
Total current assets
|
|
|
459,951
|
|
|
|
182,695
|
|
Property and Equipment, Net
|
|
|
123,861
|
|
|
|
109,585
|
|
Total assets
|
|
$
|
583,812
|
|
|
$
|
292,280
|
|
LIABILITIES AND SHAREHOLDERS’ DEFICIT
|
|
|
|
|
|
|
|
|
Current Liabilities
|
|
|
|
|
|
|
|
|
Accounts payable
|
|
$
|
21,874
|
|
|
$
|
7,383
|
|
Other current liabilities
|
|
|
28,303
|
|
|
|
36,125
|
|
Liability for minimum royalties – current maturity
|
|
|
85,000
|
|
|
|
35,000
|
|
Total current liabilities
|
|
$
|
135,177
|
|
|
$
|
78,508
|
|
Long-Term Liabilities
|
|
|
|
|
|
|
|
|
Long-Term loans from shareholders
|
|
$
|
592,868
|
|
|
|
608,435
|
|
Warrants liability, at fair value
|
|
|
259,716
|
|
|
|
132,847
|
|
Total long-term liabilities
|
|
$
|
852,584
|
|
|
$
|
741,282
|
|
Total liabilities
|
|
$
|
987,761
|
|
|
$
|
819,790
|
|
Shareholders' Deficit
|
|
|
|
|
|
|
|
|
Preferred Shares of NIS
0.01
par value:
|
|
|
|
|
|
|
|
|
Authorized: 10,000,000 shares at December 31, 2016 and 2015. Issued and outstanding: 3,333,471 shares and 3,096,195 shares at December 31, 2016 and 2015, respectively
|
|
|
9,424
|
|
|
|
8,810
|
|
Ordinary Shares of NIS
0.01
par value:
|
|
|
|
|
|
|
|
|
Authorized: 990,000,000 shares at December 31, 2016 and 2015. Issued and outstanding: 63,577,734 shares and 58,955,900 shares at December 31, 2016 and 2015, respectively
|
|
|
166,723
|
|
|
|
154,781
|
|
Additional paid-in capital
|
|
|
1,980,344
|
|
|
|
1,215,878
|
|
Accumulated Deficit
|
|
|
(2,560,440
|
)
|
|
|
(1,906,979
|
)
|
Total shareholders' deficit
|
|
|
(403,949
|
)
|
|
|
(527,510
|
)
|
Total liabilities and shareholders’ deficit
|
|
$
|
583,812
|
|
|
$
|
292,280
|
|
MANAGEMENT’S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS
You should read the following discussion
and analysis of our financial condition and results of operations in conjunction with our financial statements and related notes
included in this prospectus beginning on page F-1. The following discussion and analysis contain forward-looking statements that
involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated
in these forward-looking statements as a result of various factors, including those set forth under “Risk Factors”
and elsewhere in this prospectus.
Overview
We are a cancer IVD company engaging in
the development of a series of patient-friendly blood tests for the detection of a variety of cancers. Our core technology, TBIA,
is based on research conducted and technology invented by the research teams at BGU and Soroka Medical Center of Israel, whose
intellectual property has been licensed to us in consideration of our contractual obligation to pay certain licensing fees. On
December 9, 2013, our TBIA test obtained the CE mark approval.
We believe that our clinical results conducted
to date demonstrate the capability to simply and rapidly detect malignant breast and colon tumors in comparison to a controlled
healthy group. We anticipate that future broad clinical trial studies should reveal the full potential of our technology. We believe
our proprietary innovation is conducive to constant improvement in the algorithm as we ascend the learning curve, thereby perfecting
our test performances with each test. Accordingly, we will be required to continue to devote substantial resources and efforts
to research and development activities in order to potentially achieve and maintain a competitive position in this field. We plan
to increase our products portfolio and improve the existing products by improving the algorithms and optimizing the process.
One of our objectives in the next two years
is to make our products known in the academic field by publishing articles in medical journals about our TBIA test. During this
period, we plan to begin selling our products in Europe and prepare the groundwork for FDA approval in the United States. We also
will focus on enhancing our TBIA proprietary statistical algorithms in order to obtain a higher level of accuracy for the results
of the blood tests. In addition, we believe that automating the process will reduce the relevant costs for the general public.
We believe that proper robots and optimized spectrometers will enhance our method to the higher productivity levels needed for
the TBIA detection tool to be able to perform a higher volume of tests. Our goal is to perform 0.5 million tests in 2019.
Prior to selling our products, we need
to first complete the automation process. This process includes several steps including qualifying a robust new test protocol,
making our test measurement more automated to reduce our dependency on the skills of lab technicians, installing the proper web
cloud data warehouse, and integrating a full business to business network. We plan to protect the confidentiality of patient medical
data and personally identifiable information via: (i) having a secure facility where the data and information we hold will be stored;
and (ii) requiring our third-party providers of data storage to comply with HIPAA and applicable state privacy and security laws
and regulations. These changes will enable our customers to run the tests with lower costs while obtaining faster results. To the
knowledge of the Company’s management, these changes will not impact the previously obtained CE mark approval of the TBIA
test. At this point there can be no assurance that our plan will be implemented in accordance with what we currently envision and
future clinical results may lead to different conclusions about our products.
Currently, the Company is engaged in refining
the protocols for the aforementioned blood tests in order to undergo clinical trials that are required in order to obtain regulatory
approvals for our products including FDA approval. Our plan is to conduct two stages of clinical trials – the first is a
training stage and the second is a validation stage. We will define, in consultation with our statisticians and our future hospital
partners, the number of participants needed for each clinical trial. While the minimum number we will target is 200 participants
per trial, the number may vary from trial to trial. Once the protocols for our tests are refined, we intend to begin the first
stage of clinical trials (training). In this stage, we aim to train our tests to make sure: (a) it works on a consistent basis;
and (b) it is compatible with the population of a country where we perform such clinical trials. In this process, we make the necessary
adaptation to our proprietary technology using mathematical tools in order to reach substantially the same diagnosis results as
are found in earlier clinical studies conducted by us from 2010 through 2013 as described under “Business — Past Clinical
Studies” (which form the baseline for comparison purposes). This baseline may, in the future, include the diagnosis results
found in the currently ongoing fifth clinical study described under “Business — Past Clinical Studies”, once
these diagnosis results are known. Once the necessary adaptation to our proprietary technology is made, the second stage of clinical
trials will be to validate that the tests are able to detect breast cancer and colorectal cancer. Prior to beginning any clinical
trials, a local IRB needs to grant approval to the Company to begin the trial.
The Company is an IVD company developing
proprietary technology which will analyze a blood test to detect the presence of various cancers. As the Company is not developing
a drug, the Company believes it will not need to submit an investigational new drug application to the FDA prior to conducting
clinical trials in the United States. The Company believes it will only need IRB approval prior to conducting clinical trials in
the U.S.
We are currently engaged in performing
clinical trials in Singapore. On June 1, 2016, the Company entered into a clinical trial agreement with the Singapore Hospital
for just a training trial. We made a judgment, along with the Singapore Hospital, that 280 participants is the appropriate number
for the purpose of this training trial. This clinical study will evaluate in terms of sensitivity and specificity the Company’s
TM-B1 method for detection of malignant and benign breast cancer tumors in comparison with standard diagnostic methods. Pursuant
to the clinical trial agreement, the Company will pay the Singapore Hospital approximately $100,000 (approximately $130,000 Singapore
Dollars) to complete this study.
Under the agreement, the Singapore Hospital
is primarily in charge of the recruitment procedure and blood sample collection from recruited participants, all pursuant to the
clinical study protocol, which was approved by the Singapore Centralised IRB in April 2016. Analysis of the samples will be performed
by the Company. The Singapore Hospital will also provide the prognosis of the recruited participants to enable us to measure the
sensitivity and specificity of the TM-B1 method. The agreement is effective until the fulfillment of the parties’ obligations
under the agreement provided that either party may terminate the agreement for breach by the other party. Either party may also
terminate in the event: (i) they are of the reasonable opinion that, in the interests of the health of clinical trial participants
involved in the clinical trial, the clinical trial should be terminated; or (ii) if any regulatory approval is withdrawn. In addition,
the Company may terminate the agreement at any time with 30 days’ prior notice, provided that it will bear certain non-cancellable
costs of the Singapore Hospital in connection with the clinical trial. The Company believe that, if applicable, these non-cancellable
costs will not be material to the Company. Clinical trials under the agreement commenced in 2016 and are expected to be concluded
(training phase) by the end of 2017. We are currently at the advanced stages of the training trial under the agreement and estimate
it will be completed by December 31, 2017. Once the training clinical trial is complete and once our algorithm is adjusted based
on the results of the training trial, we expect to: (i) begin a validation clinical trial which we anticipate will take six to
twelve months to complete (we will need to sign a separate agreement or amend our current agreement with the Singapore Hospital
prior to commencing the validation clinical trial and examine whether we should collaborate with an additional hospital); and (ii)
attempt to ascertain whether there are other regulatory requirements for obtaining commercialization of our tests in Singapore
other than obtaining the permission of Singapore’s Health Sciences Authority to distribute and sell our tests. It is hoped
that we can obtain the necessary regulatory approvals and begin commercialization of our products in Singapore in approximately
six months from the successful completion of the validation phase.
In parallel with the efforts in Singapore,
we are in the initial stages of preparing clinical trial protocols in order to conduct clinical trials in the U.S. We will define,
in consultation with our statisticians and our future hospital partners, the number of participants needed for each of these small
pilot clinical trials. While the minimum number we will target is 200 participants per trial, the number may vary from trial to
trial. We expect that obtaining FDA approval for the marketing and selling of our products in the US will take 2 - 4 years will
cost us approximately $5 million to $10 million. As we do not have this amount of money, the Company would need to raise additional
funds to perform clinical trials in the U.S. in order to receive FDA approval. If we cannot raise the funds, we will not be able
proceed with our efforts to obtain FDA approval. Not being able to obtain FDA approval would significantly harm our viability as
a company.
The purpose of the “small pilot”
clinical trials is to enable the Company to approach the FDA with the results and begin a dialogue with the FDA to seek the FDA’s
recommendation (not their approval) as to trial size and the protocols for future U.S. clinical trials. The Company plans on submitting
a formal application to the FDA for approval of the TBIA method after the Company has completed its clinical trials in the U.S.
Operating Results
Operating Expenses
Our current operating expenses consist
of two components – research and development expenses, and general and administrative expenses.
Comparison of the year ended December
31, 2016 to the year ended December 31, 2015
Results of Operations
Research and Development Expenses
.
Our net research and development expenses for the year ended December 31, 2016 were $317,907 as compared with $374,023 for the
year ended December 31, 2015, a net decrease of $56,116, or 15%. The decrease was primarily due to research and development grants
we have received from the OCS and Horizon 2020 (the EU Framework Programme for Research and Innovation), partially offset by increases
in our continuous plan of research and development and stock-based compensation expenses.
General and Administrative Expenses
.
Our expenses for the year ended December 31, 2016 were $410,982, as compared with $456,957 for the year ended December 31, 2015,
a decrease of $45,975 or 10%. The decrease was primarily due to the decrease in stock-based compensation expense to employees and
consultant and professional fees partially offset by an increase in salaries and related expenses.
Finance Income and Expenses
. Our
net finance income for the year ended December 31, 2016 was $75,428, as compared with income of $ 12,439 for the year ended December
31, 2015, an increase of $62,989. The change was almost exclusively due to the change in the fair value of warrants liability.
The Company has issued warrants that are classified as liability instruments. As such, the fair value of these warrants is remeasured
at the end of each accounting period with changes in this fair value reflected in the financial statement caption “Long Term
Liabilities.” The exchange rate differentials affected the balances appearing on the balance sheet.
Net Loss.
Our net loss for the year
ended December 31, 2016 was $653,461, as compared with $818,541 for the year ended December 31, 2015, a $165,080 decrease in the
amount of the loss or a 20% decrease.
Comparison of the year ended December
31, 2015 to the year ended December 31, 2014
Research and Development Expenses
.
Our expenses for the year ended December 31, 2015 were $374,023, as compared with $336,474 for the year ended December 31, 2014,
an increase of $37,549, or 11%. The increase was primarily due to increases in the following expenses; laboratory and materials,
patents and accrual of royalties. The increase was partially offset by a decrease in the salary and related expenses as well as
a decrease in the professional fees.
General and Administrative Expenses
.
Our expenses for the year ended December 31, 2015 were $456,957, as compared with $64,372 for the year ended December 31, 2014,
an increase of $392,585 or 610%. The increase was primarily due to $219,239 of stock-based compensation (2014: nil) and professional
fees of $193,794 (2014: $22,522) due to changing to a PCAOB registered auditor, hiring a part-time Chief Financial Officer, as
well as expenses associated with our efforts to have our ordinary shares trade on the OTCQB.
Finance Income and Expenses
. Our
income for the year ended December 31, 2015 was $12,439, as compared with income of $78,779 for the year ended December 31, 2014,
a decrease of $66,340. The change was almost exclusively due to a stable USD / New Israeli Shekel exchange rate during 2015 as
opposed to large movements during 2014. The exchange rate differentials affected the balances appearing on the balance sheet.
Net Loss.
Our net loss for the year
ended December 31, 2015 was $818,541, as compared with $322,067 for the year ended December 31, 2014, a $496,474 increase in the
amount of the loss or a 154% increase.
Critical Accounting Policies and Estimate
We describe our significant accounting
policies more fully in Note 2 to our financial statements for the year ended December 31, 2016, included elsewhere in this prospectus.
We believe that the accounting policies below are critical in order to fully understand and evaluate our financial condition and
results of operations.
We prepare our financial statements in
accordance with accounting principles generally accepted in the United States, or U.S. GAAP. At the time of the preparation of
the financial statements, our management is required to use estimates, evaluations, and assumptions which affect the application
of the accounting policy and the amounts reported for assets, obligations, income, and expenses. Any estimates and assumptions
are continually reviewed. The changes to the accounting estimates are credited during the period in which the change to the estimate
is made.
Subject to certain conditions set forth
in the JOBS Act, as an “emerging growth company”, we elected to rely on other exemptions, including without limitation,
(i) providing an auditor’s attestation report on our internal control over financial reporting pursuant to Section 404 of
the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the PCAOB regarding mandatory audit firm
rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements
(auditor discussion and analysis). These exemptions will apply until on or before the last day of the 2021 fiscal year (the fifth
anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under
the Securities Act).
Going concern uncertainty
The Company devoted substantially all of
its efforts to research and development and raising capital, and has not yet generated any revenues. The development and commercialization
of the Company's products are expected to require substantial further expenditures. The Company has not yet generated any revenues
from operations, and therefore it is dependent upon external sources for financing its operations. Since inception, the Company
has incurred substantial accumulated losses and negative operating cash flow and has a significant shareholders’ deficit.
These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty. The Company plans to finance its operations
through the sale of equity and, to the extent available, short term and long term loans. There can be no assurance that the Company
will succeed in obtaining the necessary financing to continue its operations. See also our Risk Factors under the caption “The
report of our independent registered public accounting firm expresses substantial doubt about our ability to continue as a going
concern.”
Liquidity and Capital Resources
Overview
To date, we have funded our operations
primarily with shareholder loans, grants from the OCS, and issuing ordinary shares and warrants.
The table below presents our cash flows:
STATEMENTS OF CASH FLOWS
|
|
US dollars
|
|
|
|
For the Year ended December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
|
(653,461
|
)
|
|
|
(818,541
|
)
|
|
|
(322,067
|
)
|
Adjustments to reconcile loss for the year to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
20,695
|
|
|
|
11,898
|
|
|
|
434
|
|
Liability for minimum royalties
|
|
|
50,000
|
|
|
|
35,000
|
|
|
|
-
|
|
Change in fair value of warrants liability
|
|
|
(117,577
|
)
|
|
|
(35,188
|
)
|
|
|
-
|
|
Stock-based compensation
|
|
|
210,180
|
|
|
|
219,239
|
|
|
|
-
|
|
Financing expenses of long term loans & other Shekel denominated balances
|
|
|
7,962
|
|
|
|
(8,201
|
)
|
|
|
(73,322
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Changes in operating assets and liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Decrease (increase) in other current assets
|
|
|
6,143
|
|
|
|
37,374
|
|
|
|
(1,616
|
)
|
Increase (decrease) in accounts payable
|
|
|
14,491
|
|
|
|
(7,995
|
)
|
|
|
6,965
|
|
(Decrease) increase in other current liabilities
|
|
|
(7,822
|
)
|
|
|
(48,240
|
)
|
|
|
72,058
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in operating activities
|
|
|
(469,389
|
)
|
|
|
(614,654
|
)
|
|
|
(317,548
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(34,971
|
)
|
|
|
(117,788
|
)
|
|
|
(2,021
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in investing activities
|
|
|
(34,971
|
)
|
|
|
(117,788
|
)
|
|
|
(2,021
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds allocated to ordinary shares, net
|
|
|
566,569
|
|
|
|
659,485
|
|
|
|
273,840
|
|
Proceeds allocated to warrants
|
|
|
244,446
|
|
|
|
168,035
|
|
|
|
-
|
|
Proceeds from exercise of stock options
|
|
|
273
|
|
|
|
-
|
|
|
|
-
|
|
Proceeds on receipts on account of ordinary shares
|
|
|
-
|
|
|
|
-
|
|
|
|
57,356
|
|
Repayments of shareholders loans
|
|
|
(23,529
|
)
|
|
|
|
|
|
|
|
|
Proceeds from shareholders loans
|
|
|
|
|
|
|
-
|
|
|
|
30,432
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by financing activities
|
|
|
787,759
|
|
|
|
827,520
|
|
|
|
361,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase in cash and cash equivalents
|
|
|
283,399
|
|
|
|
95,078
|
|
|
|
42,059
|
|
Cash and cash equivalents at beginning of the year
|
|
|
155,678
|
|
|
|
60,600
|
|
|
|
18,541
|
|
Cash and cash equivalents at end of the year
|
|
|
439,077
|
|
|
|
155,678
|
|
|
|
60,600
|
|
Operating Activities
Net cash used in operating activities for
the year ended December 31, 2016 was $469,389 compared with $614,654 in the year ended December 31, 2015 and $317,548 in the year
ended December 31, 2014. The increase in the cash flow used in operating activities in 2015 compared with 2014 was primarily attributable
to the increase in general and administrative expenses associated with our efforts to have our ordinary shares trade on the OTCQB.
The decrease in the cash flow used in operating activities in 2016 compared with 2015 was primarily attributable to grants received
from the OCS as detailed above.
Investing Activities
Net cash used in investing activities for
the for the year ended December 31, 2016 was $34,971 compared with net cash used in the year ended December 31, 2015 of $117,788
compared to net cash used in the year ended December 31, 2014 of $2,021. The decrease was due to significant purchases of property
and laboratory equipment made in 2015 and not in 2016.
Financing Activities
Net cash provided by financing activities
for the for the year ended December 31, 2016 was $787,759 compared to net cash provided by financing activities for the year ended
December 31, 2015 of $827,520 compared to net cash provided by financing activities for the year ended December 31, 2014 of $361,628.
This was primarily a result of a significant amount of cash received during 2015 and 2016 from the sale of units of ordinary shares
and warrants pursuant to a private placement.
Current Outlook
The warrants we issued as part of our private
placement had a price per share of $0.50. In April 2017, we offered our existing warrant holders the opportunity, until May 22,
2017, to exercise their warrants at a price per share of $0.40. Six warrant holders exercised warrants for 1,665,000 Ordinary Shares
for proceeds to the Company of $666,000.
We plan to seek access to the capital market
in the U.S. to raise funding for the commercialization stage. Our objective is to raise at least $10 million to execute our business
plan over approximately the next two fiscal years.
We expect our costs during the next twelve
(12) months to be approximately $5 million. If we are able to raise $5 million, we expect $4 million will be used for continuing
our research and development operations, $0.5 million will be used for marketing efforts, and $0.5 million will be used to fund
general operational expenses. We need to raise cash to implement our strategy and stay in business.
If we are unable to raise $5 million but
are still able to raise at least $2 million, we anticipate our operations will consist of conducting clinical trials in Israel
to gain the scientific validation to promote the sale of our products in Israel and to continue clinical trials efforts in Singapore.
If we are unable to raise $2 million, it is highly unlikely we will be able to complete clinical trials in Israel or Singapore
or reach commercialization of our products in any location.
The Company has not yet started the regulatory
approval process in Israel, however, if it becomes clear we are able to raise only $2 million, we will attempt to ascertain whether
there are other regulatory requirements for obtaining commercialization of our tests in Israel. Once we begin the process, we expect
regulatory approval in Israel to take approximately one year.
We cannot assure that our cancer detection
kits will be commercialized, work as indicated, or that they will receive regulatory approval and that we will earn revenues sufficient
to support our operations or that we will ever be profitable. Furthermore, since we have no committed source of financing, we cannot
assure that we will be able to raise money as and when we need it to continue our operations. If we cannot raise funds as and when
we need them, we may be required to severely curtail, or even to cease, our operations.
The Company has limited experience with
IVD. As such these budget estimates may not be accurate. In addition, the actual work to be performed is not known at this time,
other than a broad outline, as is normal with any scientific work. As further work is performed, additional work may become necessary
or change in plans or workload may occur. Such changes may have an adverse impact on our estimated budget. Such changes may also
have an adverse impact on our projected timeline of drug development
If we are unable to raise additional funds,
we will need to do one or more of the following:
|
·
|
delay,
scale-back or eliminate some or all of our research and product development programs;
|
|
·
|
provide
licenses to third parties to develop and commercialize products or technologies that we would otherwise seek to develop and commercialize
ourselves;
|
|
·
|
seek
strategic alliances or business combinations;
|
|
·
|
attempt
to sell our company;
|
Any debt financing secured by us in the
future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters,
which may make it more difficult for us to obtain additional capital and to pursue business opportunities, including potential
acquisitions. We may not be able to secure additional debt or equity financing in a timely manner, or at all, which could require
us to scale back our business plan and operations.
The above conditions raise substantial
doubt about our ability to continue as a going concern. The financial statements included elsewhere herein were prepared under
the assumption that we would continue our operations as a going concern. Our financial statements do not include any adjustments
that may result from the outcome of this uncertainty. Without additional funds from debt or equity financing, sales of our
intellectual property or technologies, or from a business combination or a similar transaction, we will soon exhaust our resources
and will be unable to continue operations. If we cannot continue as a viable entity, our shareholders may lose some or all
of their investment in us.
Our management intends to attempt to secure
additional required funding primarily through additional equity or debt financings. We may also seek to secure required funding
through sales or out-licensing of intellectual property assets, seeking partnerships with other pharmaceutical companies or third
parties to co-develop and fund research and development efforts, or similar transactions. However, there can be no assurance
that we will be able to obtain required funding. If we are unsuccessful in securing funding from any of these sources, we
will defer, reduce or eliminate certain planned expenditures in our research protocols. If we do not have sufficient funds
to continue operations, we could be required to seek bankruptcy protection or other alternatives that could result in our shareholders
losing some or all of their investment in us.
Off-Balance Sheet Arrangements
We currently do not have any off-balance
sheet arrangements.
Tabular Disclosure of Contractual Obligations
The following table summarizes our contractual
obligations as of December 31, 2016:
|
|
Payments due by period
|
|
|
|
(US$)
|
|
|
|
Total
|
|
|
Less than
1 year
|
|
|
1-2 years
|
|
|
2-5 years
|
|
|
More
than
5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders’ loans (1)
|
|
|
592,868
|
|
|
|
-
|
|
|
|
-
|
|
|
|
592,868
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total (2)
|
|
|
592,868
|
|
|
|
-
|
|
|
|
-
|
|
|
|
592,868
|
|
|
|
-
|
|
(1) During the years 2011-2014, the Company
received loans from two shareholders. The loans are denominated in NIS, mature on December 31, 2019 and bear no interest. The loans
are linked to the Israeli consumer price index as of January 1, 2015. The loans may be prepaid by the Company from time to time
according to the Company's cash availability. Through December 31, 2016, the sum of NIS 90,000 (approximately USD 23,529) was repaid.
(2) This does not include the repayment
of approximately $277,000 of grants we received from the OCS and interest thereon, which shall be repaid as royalties upon the
commercialization of our products.
Quantitative and Qualitative Disclosure
of Market Risks
Exchange Rate Risk
Some of our assets and liabilities are
affected by fluctuations in the exchange rate between the U.S. dollar and the NIS with the primary exposure being the shareholder
liabilities denominated in NIS. Salaries and related expenses for Israeli employees are paid in NIS.
As of December 31, 2016, our total assets
and liabilities linked to the NIS amounted to $350,281 and $623,768, respectively. A 10% appreciation of the NIS in relation to
the dollar would cause an exchange rate loss of $27,349.
During the year ended December 31, 2016,
the NIS depreciated by 1.4% against the U.S. dollar, resulting in an exchange rate gain. To date, we have not hedged the risks
associated with fluctuations in currency exchange rates.
Application of Critical Accounting Policies
and Estimates
This discussion and analysis of our financial
condition and results of operations is based on our financial statements, which have been prepared in accordance with U.S. GAAP.
The preparation of these financial statements requires us to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements, as well
as the reported revenues and expenses during the reporting periods. Significant accounting policies employed by us, including the
use of estimates, are presented in the notes to the financial statements included elsewhere in this prospectus. Critical accounting
policies are those that are most important to the portrayal of our financial condition and results of operations and require management’s
subjective or complex judgments, resulting in the need for management to make estimates about the effect of matters that are inherently
uncertain and that may have a material impact on our financial condition or results of operations. Actual results may materially
differ from these estimates under different assumptions or conditions.
Going concern uncertainty
The Company devoted substantially all of
its efforts to research and development and raising capital, and has not yet generated any revenues. The development and commercialization
of the Company's products are expected to require substantial further expenditures. The Company has not yet generated any revenues
from operations, and therefore it is dependent upon external sources for financing its operations. Since inception, the Company
has incurred substantial accumulated losses and negative operating cash flow and has a significant shareholders’ deficit.
These factors raise substantial doubt about the Company’s ability to continue as a going concern. The financial statements
do not include any adjustments that might result from the outcome of this uncertainty. The Company plans to finance its operations
through the sale of equity and, to the extent available, short term and long term loans. There can be no assurance that the Company
will succeed in obtaining the necessary financing to continue its operations. From January 1, 2016 through July 26, 2016, the Company
raised the gross amount of $903,950 of new capital. The warrants we issued as part of our private placement had a price per share
of $0.50. In April 2017, we offered our existing warrant holders the opportunity, until May 22, 2017, to exercise their warrants
at a price per share of $0.40. Six warrant holders exercised warrants for 1,665,000 Ordinary Shares for proceeds to the Company
of $666,000.
BUSINESS
Overview
Our company was incorporated under the
laws of the State of Israel on April 22, 2010. Our principal executive office is located at 1 Hamada Street, Rehovot, Israel and
our telephone number in Israel is +972-8-633-3964. Our web address is www.todosmedical.com. Information contained on, or that can
be accessed through, our website does not constitute a part of this prospectus and is not incorporated by reference herein.
Since inception, the Company has focused
its efforts on the goal of creating a new methodology for cancer detection tests that make cancer detection more accurate, accessible,
and affordable to the general public. Our core technology which serves as the foundation of our company was originally researched
and developed by BGU along with Soroka Medical Center. Both institutions are located in Israel. We have the exclusive worldwide
rights to use this intellectual property for commercial and research and development purposes under a license agreement. Currently,
we are developing cancer detection tests using IVD for both colon cancer and breast cancer. In the future, we intend to develop
additional tests for other types of cancers.
Industry Overview
Cancer is the second largest cause of morbidity
and mortality worldwide. According to the World Health Organization, in 2012, 14 million people were newly diagnosed with cancer
and there were 8.2 million cancer related deaths. This number is expected to rise by 70% in the next twenty years. The World Health
Organization further states that early detection can greatly reduce the current mortality rates. The cost of cancer in the European
Union alone was stated at over 51 billion Euro for 2009 (Report From The Commission To The European Parliament, The Council, The
European Economic And Social Committee And The Committee Of The Regions published September 23, 2014). Meanwhile the cost of cancer
in the Unites States of America for the year 2001 was over $88.7 billion. The costs of cancer in lives and suffering as well as
financially are staggering on a global basis.
While much work must be done on reducing
the incidence rates of cancer and the treatment of cancer itself, we believe the early detection of cancer is a critical step to
saving lives. The European Union has established a target of conducting cancer detection for 300 million people annually. In 2008,
only 56 million cancer detections were preformed (International Agency for Research on Cancer, Cancer Detection in EU 2008). Similarly,
the United States has set a target to screen 200 million people per year (American Cancer Society, Cancer Detection in 2008).
Although cancer detections are necessary
if not vital, there are many reasons that they are not more widely used. We believe these reasons include:
|
·
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Uncomfortable
for the patient (mammogram, colonoscopy, MRI)
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|
·
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Not
accessible to large segments of the population
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·
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Risk
is involved (Radiation and Invasive tests)
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|
·
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Requires
specialists to interpret results
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|
·
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Low
sensitivity or specificity
|
In summary, we believe
that a large segment of world-wide population who need to be checked regularly for cancer forego the detection process due to the
above reasons.
Products
Cancer Detection Kits
Our product serves as preliminary cancer
detection tool and cannot be regarded as a final diagnosis. Our product consists of a simple blood test that causes what we believe
to be minor risk and pain to the patient (as demonstrated by the diagram below) that is analyzed by our proprietary technology
to detect the presence of various cancers. Our test analysis results are provided to the healthcare provider who may decide to
refer the patient for additional detections such as colonoscopy for further determination of cancer presence. Our cancer detection
kit includes a special glass slide upon which the PBMC and the plasma are placed. Some tests might also include a salt solution
that is needed for the blood separation process. There is a different test for each cancer type.
Our Challenges
Because we are still in the clinical trials
stage, we are subject to certain challenges, including, among others, that:
|
·
|
our technology has been tested on a limited
basis and therefore we cannot assure the product’s clinical value;
|
|
·
|
although we have obtained CE mark approval
for our tests in the European Union we still need to obtain the requisite regulatory approvals in the United States and other markets
where we plan to focus our commercialization efforts;
|
|
·
|
as of March 31, 2017, our cash holdings
were $182,521. As our burn rate is approximately $65,000 per month (and is expected to increase), we need to raise an amount of
capital sufficient to continue the development of our technology, obtain the requisite regulatory approvals, and commercialize
our current and future products; and
|
|
·
|
we need to obtain reimbursement coverage
from third-party payors for procedures using our tests.
|
Our ability to operate our business and
achieve our goals and strategies is subject to numerous risks as described more fully in “Risk Factors” above.
Our Technology
In the last decade many scientific articles
have been published showing that the body’s immune system detects the existence of cancer but, for various reasons, fails
to attack it. For our developed detection methodology, only a small amount of peripheral blood from the patient is needed. The
method is multidisciplinary and incorporates hematology, biochemistry, physics and signal processing and is based on infrared spectroscopy
measurements of the blood sample and computerized analysis. The basic concept in our technology is to measure the biochemical changes
in the peripheral blood mononuclear cells (“PBMC”) and plasma, due to cancer presence. As the PBMC are part of the
body’s immune system, we believe our methodology will detect overall biochemical changes of the immune system due to cancer
presence. The technology involves special infrared (“IR”) measurement of a simple blood sample. We are using the Fourier
Transform Infrared Analysis (“FTIR”) spectrometer for reading the biochemical content of the PBMC and plasma. We believe
the FTIR has some unique advantages in this aspect as it requires no reagents and the reading is swift. Most of the biochemical
materials can be detected using the FTIR. The test uses conventional lab methods and the mathematical analysis is made automatically
by proprietary algorithms.
The TBIA detection method is based on the
cancer’s influence on the immune system which triggers cellular and biochemical changes in the PBMC and plasma. These biochemical
changes are detected by the FTIR whose results undergo rigorous testing of sophisticated signal processing in order to detect if
the entire biochemical signature under detection have the typical biochemical indications for cancer existence. The principle behind
our proprietary technology, TBIA, is to observe the immune system response to tumor presence anywhere in the body rather than looking
for the tumor cells themselves. We analyze multiple elements of the biochemical signature (including proteins, lipids, nucleic
acids and carbohydrates) of the effected immune cells from the peripheral blood in conjunction with plasma using infrared spectroscopy,
instead of focusing on a single specific protein as a biomarker.
Our research, using spectral analysis,
thus far indicates that the “IR signatures” of several types of cancer are significantly distinct from the “infrared
signatures” of healthy patients. These differences can be related to several biological effects which exist during malignancy.
Past Clinical Studies
Four clinical studies whose results were
published in what we believe to be well-known peer-reviewed journals have been conducted to date, all of which were not blind tests.
The first of these studies was conducted by B.G. Negev Technologies and Applications Ltd. (“BG Negev”), a wholly owned
subsidiary of BGU and the other three studies were conducted by us. The goal of these studies was to evaluate TBIA as what we believe
to be a novel, simple, and low cost method for the early detection of cancer.
“Sensitivity” as used below
is the number of detected cancers divided by the full population having cancer that participated in the study. A sensitivity of
100% means that our product detected cancer in all of the people with cancer that were diagnosed using our product. A sensitivity
of 80% means that out of 100 people with cancer the test will detect 80 people as being diagnosed with the relevant cancer and
the rest will be defined as healthy.
“Specificity” as used below
is the number of detected healthy subjects divided by the full population of healthy subjects that participated in the study. A
specificity of 80% means that out of 100 healthy people who participated in the study – we diagnosed 80 people as healthy.
The 20 other healthy subjects were falsely diagnosed as having cancer.
First Study:
The first study
was conducted by BGU. This study included 15 acute leukemic children, 19 children who had a high fever with a diagnosis of infection
or inflammation, and 27 healthy volunteers. T test and cluster analysis was done with the following results for control versus
leukemia and infection versus leukemia. For all, P value <= 0.05. Cluster analysis – all cancers were distinct in a different
branch for healthy and infection. Based on the chosen wave numbers the cluster analysis was able to distinguish completely between
leukemia and control groups. The first objective of the study was to distinguish between children diagnosed as having acute leukemia
and healthy subjects by FTIR spectroscopy analysis of PBMCs. The second objective was to follow and analyze leukemic patients’
response to chemotherapy by FTIR spectroscopy of PBMCs in comparison to what we believe to be the standard practice of bone marrow
examination by flow cytometry. A third objective of the clinical trial was to distinguish between leukemic children and children
with similar clinical symptoms such as high fever and white blood count (which also appears following infection or inflammation)
using FTIR technology.
Results of study:
The first objective was achieved successfully
– all subjects, healthy and acute leukemia, were diagnosed correctly – 100% sensitivity and specificity. The second
objective of follow-up treatment was achieved by identifying three different responses to treatment by FTIR method – good,
intermediate and unfavorable response. FTIR identified responses to treatment earlier (33 days vs. 100 days) than flow-cytometry
analysis of bone marrow. A good response (meaning, a good response to chemotherapy) was a fast return of the PBMC values towards
normal control values (according to the FTIR method). An intermediate response was a slow return of the PBMC values towards normal
control values. An unfavorable response was the PBMC values not returning towards normal control values. No T test was done in
order to distinguish between the three tendencies. The third objective was achieved as well. The children having similar symptoms
to leukemia were successfully distinguished from acute leukemia children by FTIR analysis– 100% sensitivity and specificity.
These results were published in the Biochimica et Biophysica Acta (Zelig et al. Biochimica et Biophysica Acta 1810 (2011) 827–835).
Below are details regarding three other
studies all of which the Company conducted. For all of the studies described below, multi-dimensional parameter analysis was used
(principal components analysis (“PCA”) and Fisher’s linear discriminant analysis (“FLDA”)) rather
than a T test represented by a P value. The results are described as sensitivity and specificity.
The first study
included 41 cancer
patients and 45 healthy volunteers. This study was intended to evaluate the utility of our method to detect several types of cancers
using advance computerized algorithm. The performances of the algorithm presented what we believe were promising results for breast
and colorectal cancer as well as other cancers. Following these results, the Company chose to put our efforts into the detection
of breast and colorectal cancers.
The first objective of the study was to
distinguish between cancer patients of multiple types and healthy subjects by FTIR spectroscopy analysis of PBMCs and plasma –
we refer to this as the TM-T1 method – our product for diagnosing multiple types of cancers. All patients were diagnosed
by standard practice such as histopathology of tissue samples taken from the tumor. The second objective was to distinguish between
different types of cancers utilizing FTIR spectroscopy analysis of PBMCs and plasma.
Results of study:
The first objective of the study was achieved
successfully – 93% sensitivity for detecting different types of cancers and 80% specificity for identifying correctly the
healthy population. As to the second objective, although different spectral patterns were observed for each type of cancer indicating
there is the potential of successful classification between the various cancers, the statistical parameters were not established
due to low patient numbers for each individual type of cancer preventing reliable statistical analysis. As to this objective,
our observation was qualitative rather than quantitative. We will need to conduct largest trials in the future to better understand
and distinguish between different cancers. The results of the study were published in the IEEE (Ostrovsky et al. IEEE Transactions
on Biomedical Engineering, Vol. 60, No. 2, February 2013, 343-353).
The second study
was conducted
between April 27, 2011 and April 26, 2013 at Rabin Medical Center in Israel. The number of the study was 0336-10-RMC and its purpose
was evaluation of our detection method for breast cancer. This study included 29 breast cancer patients and 30 subjects who were
healthy or had benign tumors. All subjects were tested for breast cancer by standard detection procedures (mammography / ultrasound)
and had not yet undergone surgical treatment, chemotherapy or radiotherapy.
The first objective of the study was to
distinguish between cancer patients and healthy subjects or patients having benign tumor using FTIR spectroscopy analysis of PBMCs
and plasma – we refer to this as the TM-B1 method – our product for diagnosing breast cancer. The second objective
was to distinguish between three groups: cancer patients, patients having benign tumors, and healthy subjects without pathological
findings related to breast tumors.
Results of study:
The first objective of the study was achieved
successfully – approximately 90% sensitivity for detection of breast cancer and approximately 80% specificity for identifying
correctly the healthy patients and patients with benign tumors. As to the second objective, although different spectral patterns
were observed for each group – healthy, benign, and malignant, the statistical parameters were not established due to low
patient numbers in each group preventing reliable statistical analysis. As to this objective, our observation was qualitative rather
than quantitative. We will need to conduct largest trials in the future to better understand and distinguish between different
groups. The results of the study were published in the BMC Cancer (Zelig et al. BMC Cancer (2015) 15:408).
The third study
was conducted
between April 27, 2011 and April 26, 2013 at Rabin Medical Center in Israel. The number of the study was 0336-10-RMC and its purpose
was evaluation of our detection method for colorectal cancer. This study included 30 colorectal cancer and high-grade dysplasia
(“HGD”) patients, 10 patients with benign polyps and 18 healthy subjects, all tested for colorectal cancer by colonoscopy.
The premalignant HGD was joined with the malignant group.
The first objective of the study was to
distinguish between cancer patients vs. healthy subjects using FTIR spectroscopy analysis of PBMCs and plasma – we refer
to this as the TM-C1 method – our product for diagnosing colorectal cancer. The second objective was to distinguish between
three groups: colorectal cancer patients, patients having benign tumors, and healthy subjects without pathological findings related
to colorectal tumors such as polyps.
Results of study:
The first objective of the study was achieved
successfully – approximately 82% sensitivity for detection of colorectal cancer and approximately 71% specificity for detecting
healthy populations without pathological findings. The benigns were classified in between the cancer and healthy groups. As to
the second objective, although different spectral patterns were observed for each group – healthy, benign, and malignant,
the statistical parameters were not established due to low patient numbers in each group preventing reliable statistical analysis.
As to this objective, our observation was qualitative rather than quantitative. We will need to conduct largest trials in the future
to better understand and distinguish between different groups. The results of the study were published in the Journal of Gastroenterology
(Barlev et al. Journal of Gastroenterology (First Online: 26 June 2015): 1-8.).
Clinical Studies in Process
A fifth clinical study began on June 6,
2013 at Kaplan Medical Center in Israel. This study is currently ongoing. The number of the study is 0152-12-KMC.
The study is expected to include 400 patients
– 200 healthy, 100 benign, and 100 breast cancer patients. All subjects are tested for breast cancer by standard detection
procedures (mammography / ultrasound) and have not yet undergone surgical treatment, chemotherapy or radiotherapy.
The first objective of the study is to
distinguish between cancer patients and healthy subjects or patients having benign tumor using FTIR spectroscopy analysis of PBMCs
and plasma – TM-B1 method. The second objective is to distinguish between three groups: cancer patients, patients having
benign tumor and healthy subjects without pathological findings related to breast tumors.
In addition, we commenced a clinical study
in Singapore. For further details, please refer to Management’s Discussion and Analysis of Financial Condition and Results
of Operations under the caption “Overview.”
Intellectual Property
To protect our proprietary technologies,
we rely on a combination of applications for patent and trade secret protection, as well as confidentiality agreements with employees,
consultants, and third parties.
We have filed and own all rights in the
following patent applications, all of which are currently pending:
Category I
: These applications
relate to analysis of an IR spectrum of a PBMC sample. Claims are generally directed to indicating the presence of a solid tumor
based on analysis of an IR spectrum of a PBMC sample.
|
(1)
|
US Patent Application 13/701,262. This has claims for a method (process). The claims in this application
are generally directed to indicating the presence of a solid tumor in breast tissue based on analysis of an IR spectrum of a PBMC
sample. On February 1, 2017, we received a notice of allowance from the United States Patent and Trademark Office regarding this
application and on March 28, 2017, US Patent 9,606,057 was issued. This patent is expected to expire on June 1, 2031.
|
|
(2)
|
US Patent Application 15/443,674. This application is a continuation application of US 13/701,262.
This has claims for a method (process), a system, and for a computer program product and is expected to expire on June 1, 2031.
|
|
(3)
|
European Patent Application No. 11789348.7. This has claims for a method (process) and a system
and is expected to expire on June 1, 2031.
|
|
(4)
|
Israel Patent Application 223,237. This has claims for a method (process), a system, and for a
computer program product and is expected to expire on June 1, 2031.
|
Category II
: These applications
relate to analysis of an IR spectrum of a blood plasma sample. Claims are generally directed to indicating the presence of a solid
tumor based on analysis of an IR spectrum of a blood plasma sample:
|
(5)
|
US Patent Application 14/116,506. This has claims for a method (process), a system, and for a computer
program product and is expected to expire on May 10, 2032.
|
|
(6)
|
European Patent Application No. 12782256.7. This has claims for a method (process) and a system
and is expected to expire on May 10, 2032.
|
|
(7)
|
Israel Patent Application 229,109. This has claims for a method (process), a system, and for a
computer program product and is expected to expire on May 10, 2032.
|
Category III
: These applications
relate to analysis of an IR spectrum of a blood plasma sample and PBMC samples:
|
(8)
|
US Patent Application 14/894,128. This has claims for a method (process), and is expected to expire
on November 14, 2033.
|
|
(9)
|
European Patent Application No. 13885931.9. This has claims for a method (process), a system, and
for a computer program product and is expected to expire on November 14, 2033.
|
There are no patents or patent applications
which are licensed to the Company pursuant to the Company’s License agreement with BG Negev and Mor referenced below. There
are no patents or patent applications which are licensed to the Company from any other entity.
To the knowledge of the Company’s
management, there are no contested proceedings or third-party claims over any of our patent applications. Our success depends upon
our ability to protect our technologies through intellectual property agreements including patents, trademarks, know-how, and confidentiality
agreements. However, there can be no assurance that the above mentioned patent applications will be approved by the appropriate
agencies.
All of the technology for which the patents
are sought is owned by the Company. The patents are entirely owned by the Company.
Licensing Agreement
We entered into a research and license
agreement in April 2010 with BG Negev and Mor Research Applications Ltd. (a wholly owned subsidiary of Clalit Medical Services
– Israel) (together with BG Negev, the “Licensor”). The Licensor, pursuant to the agreement, granted us an exclusive,
worldwide, license to commercialize certain intellectual property covered by the agreement (i.e. research, develop, manufacture,
market, distribute, and sell any product containing the licensable IP under the agreement).
Pursuant to the agreement, we are under
an obligation to pay to the Licensor a minimum annual royalty of $10,000 in 2015, $25,000 in 2016 and, from 2017 through the termination
of the agreement, $50,000 per year. We have not paid any royalties yet under the Agreement. In March 2017, we agreed with the Licensor
that the $85,000 we currently owe the Licensor will be paid by us by the earlier of (a) August 2017 or (b) the Company selling
equity securities to investors with gross proceeds to the Company of at least $10,000,000. Once there are sales of products or
sublicensing receipts based on the licensed intellectual property, the Company is under an obligation to pay the Licensor a certain
percentage of such sales or sublicensing receipts, as running royalties but in any event not less than the minimum annual royalties.
Any minimum annual royalties will be credited against the running royalties in any given year.
According to the license agreement the
royalty rates are:
On net sales of:
|
|
|
|
|
o leukemia related products
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|
|
3.0
|
%
|
o other products
|
|
|
2.5
|
%
|
o in certain limited circumstances, rates may be reduced to
|
|
|
2.0
|
%
|
On fixed sublicense income (with no Company income on sales by the sub licensee, the rates below would be the only amounts due to the Licensor. The net sales rates listed above will not be owed if there is no Company income on sales by the sub licensee.):
|
|
|
|
|
o leukemia related products
|
|
|
20.0
|
%
|
o other products
|
|
|
15.0
|
%
|
On fixed sublicense income (with Company income on sales by the sub licensee. These rates are in addition to the net sales rates listed above.):
|
|
|
|
|
o leukemia related products
|
|
|
10.0
|
%
|
o other products
|
|
|
7.5
|
%
|
The minimum royalties will be paid to the
Licensor regardless of whether the Company is able to generate sales from the products arising from the usage of the license.
The license agreement is for an unlimited
term, unless terminated earlier by either of the parties under certain circumstances as described in the agreement, including termination
as a result of a material breach or a failure to comply with a material term by the other party, as a result of liquidation or
insolvency of the other party. In addition, the Company was entitled to terminate the agreement if at any time, during the period
of 7 years following the effective date of the transaction, the Company, at its sole discretion, determines that commercialization
of the leukemia licensed products is not commercially viable.
We were advised by Dr. Udi Zelig, our CTO,
that as one of the inventors of the know-how licensed under the agreement, he is entitled to receive from BG Negev a percentage
of all payments that BG Negev is entitled to receive from us under the License Agreement.
Advisory Boards
Our Advisory Board consists of a number
of leading scientists and physicians who play an active role in the evaluation of our technology and the development of our pipeline
and we seek advice from them on various scientific matters. In addition, we seek advice from our Scientific Advisory Board on scientific
and medical matters generally. The following table sets forth information for our Advisory Board members.
Name
|
|
Position / Institutional Affiliation
|
Michael C. Little, PhD
|
|
Dr. Little was Senior Vice President of
R&D for Natera and President of Futura Partners, a healthcare advisory firm. At Futura, he advises clients from the pharma,
life sciences and diagnostics industries in areas including diagnostics, companion diagnostics, and technical leadership development.
He is a member of the board of directors of a Cambridge, MA private startup company focused on personalized medicine (pulmonology),
and has been a consultant to the investors and board of directors of another personalized medicine company (breast cancer).
Previously, he was Vice President at Novartis.
For the first two years, he oversaw R&D, medical affairs, and regulatory affairs for Novartis (Chiron) Diagnostics in Emeryville,
CA. Over a period of five years he had responsibility, as a founding member of a Novartis Diagnostics Development organization,
for nearly 30 programs spanning Novartis’ entire oncology and general medicine portfolio.
Prior to Novartis, he was the Chief Operating
Officer of Adlyfe, a venture-funded company focused on misfolded protein diagnostics. During this time he had accountability for
both finance raising and R&D programs.
Dr. Little spent 16 years with Becton Dickinson,
where he began as an R&D scientist developing a proprietary nucleic acid amplification technology, Strand Displacement Amplification
(SDA), and would ultimately run the business resulting from this initial research work. He assumed responsibility for and ran the
R&D programs for BD’s flagship SDA platforms, the BDProbeTecET and BDViper. After BD gained FDA clearance for the first
real-time DNA amplification system, he assumed the leadership of the resulting molecular business. This business grew from zero
to $100 million of revenue within 5 years and has since achieved an aggregate of over $1 billion in revenue.
He received his PhD in Microbiology from
the University of Florida and completed post-doctoral training at the University of Arizona in Tucson.
|
Dr. Jürgen Schmitt
|
|
Dr. Jürgen Schmitt has more than 25
years of experience in R&D projects of microbiological and biomedical applications of FT-IR and Raman spectroscopy. He has
worked in both government and industry to apply FT-IR and Raman spectroscopic techniques in Biotechnology, Medicine and Pharmaceutical
Research. For example, in the development of a TSE/BSE antemortem Diagnostic Test on Serum by FT-IR Spectroscopy (Co-Inventor with
Robert-Koch-Institute, Berlin), licensed to Roche Diagnostics; and development of a FT-IR Detection Technique for Rapid Mode-of-Action
Detection in Antibacterial Drug Research.
Dr. Schmitt has published more than 70
reviewed research papers in this field and holds several patents. Together with Prof. Dieter Naumann, he founded a scientific workshop
about FTIR spectroscopy in biomedical research at the RKI in Berlin. He is also cofounder of the SPEC conference series, which
recently formed the structural basis for the ClirSpec society, a society dedicated to clinical spectroscopy, where he is in the
society council.
Dr. Schmitt started his spectroscopic expertise
1991 at Oak Ridge National Laboratory with Prof. D.C. White and continued at the University of Stuttgart and at the IWW institute
of the University of Duisburg before he founded Synthon analytics in 2000, where he currently serves as chief executive officer.
|
On January 17, 2017, we granted Dr. Schmitt
warrants to purchase 620,521 ordinary shares at an exercise price of NIS 0.01 per share to Dr. Jürgen Schmitt a member of
our advisory board. As of June 12, 2017, 439,536 warrants are vested and the remaining warrants vest with 25,855 warrants vesting
each calendar month. The warrants granted to Dr. Schmitt are in exchange for consultancy services performed for the Company under
a consulting agreement dated October 18, 2016. The agreement is for a term of two years, with such term to be automatically extended
for further terms of one year each, terminable by either party by a thirty days’ prior written notice, except for earlier
termination under certain circumstances as detailed in the agreement.
Competition
Current prevailing cancer detection tests
utilize the standard procedures which, we believe, are typically uncomfortable, such as colonoscopy for colorectal cancer and mammography
for breast cancer. In addition, we believe, these tests generally have medium to low sensitivities/specificity, along with adverse
risks. Furthermore, many of the existing detection methods depend on the technician’s or the physician’s capabilities,
knowledge and interpretation. The existing detection methods also carry a high cost.
In light of these drawbacks, we believe
our competitive advantage is three-fold: (i) the low cost of TBIA cancer detection tests; (ii) the simple score generated by the
algorithm developed by us telling the medical professional and patient whether cancer is present; and (iii) detecting cancer at
an early stage.
Many of our anticipated competitors have
substantially greater financial, technical, and other resources and larger, more established marketing, sales and distribution
systems than we have. Many of our competitors also offer broad product lines outside of the diagnostic testing market and have
brand recognition. Moreover, our competitors may make rapid technological developments that may result in our intended technologies
and products becoming obsolete before we are able to enter the market, recover the expenses incurred to develop them or generate
significant revenue. Our success will depend, in part, on our ability to develop our intended products in a timely manner, keep
our future products current with advancing technologies, achieve market acceptance of our future products, gain name recognition
and a positive reputation in the healthcare industry, and establish successful marketing, sales and distribution efforts.
Company
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Symbol
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Company Description
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Exact Sciences
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EXAS
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Marketing Cologuard stool based detection test for the detection of colorectal cancer
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Volition Rx
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VNRX
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Developing blood-based diagnostic tests for colorectal, lung, prostate, ovarian and other cancer types based on nucleosomics
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Epigenomics
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EPGNF
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Engages in developing and commercializing in vitro diagnostic tests for the detection and diagnosis of cancer (EpiproColon – methylated Septin9 DNA in human plasma)
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Cancer Genetics
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CGIX
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Focuses on developing and commercializing proprietary genomic tests to improve and personalize the diagnosis and response to treatment of cancer
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Research and Development
For information regarding our clinical
studies, please see under the caption "Clinical Studies in Process".
For the years ended December 31, 2016,
2015 and 2014, we incurred NIS 1,222,432 (approximately $317,907), NIS 1,453,321 (approximately $374,023) and NIS 1,203,921 (approximately
$336,474), respectively, of net research and development expense.
Our research and development efforts are
financed in part through grants received from the OCS. As of December 31, 2016, we have received the aggregate amount of NIS 1,024,413
(approximately USD 275,000) from the OCS. Aside from payment of royalties to the OCS, we are required to comply with the requirements
of the Research Law. Under the Research Law, royalties of 3% to 3.5% on the revenues derived from sales of products or services
developed in whole or in part using these OCS grants are payable to the Israeli government. We developed our technologies, at least
in part, with funds from these grants, and accordingly we would be obligated to pay these royalties on sales of any of our product
candidates that achieve regulatory approval. The maximum aggregate royalties paid generally cannot exceed 100% of the grants made
to us, plus annual interest equal to the 12-month LIBOR applicable to dollar deposits, as published on the first business day of
each calendar year. As of December 31, 2016, the balance of the principal and interest in respect of our commitments for future
payments to the OCS totaled approximately $277,000.
Production and Manufacturing
We have several vendors that provide us
raw materials from various geographic locations. While we are currently relying on these suppliers, we plan to locate other suppliers
upon strict inspection. We plan to have a minimum of two vendors for each component in our system and it is our intention to eventually
produce the raw material internally. However, because we are in a highly specialized industry, there can be no assurance that we
will be able to achieve that.
Listed below are our current material suppliers.
There is no assurance that they will be able to continue supply our raw materials or that, if necessary, we will be able find replacement
vendors on a timely basis on favorable terms.
List of the raw material suppliers
for kits
SUPPLIERS
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MATERIAL
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Sigma Aldrich
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Histopaque-1077
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Guylop
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Desiccators
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Crystaltechno ltd., Alkor Technologies
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ZnSe uncoated
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LA MEDIMARKET
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Saline solution (0.9% NaCl)
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ALEX RED
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Slide Safe Box
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SAGAM
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TM FABRIC
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BD
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BD Vacutainer K2EDTA 3ml 13*75P LAVEND 1K/c
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Suppliers for our cancer detection
kits
Manufacturer Name
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Supplier Name
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Service Description / Component Description
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BD
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Bactlab diagnostic ltd.
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BD Vacutainer K2EDTA 3ml 13*75P LAVEND 1K/c
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Sigma Aldrich
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Sigma Aldrich Israel ltd.
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Histopaque-1077
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Aguettant, Lyon, France.
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Medi-Market
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Sodium Chloride Solution, 0.9%, Embryo
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Sigma Aldrich
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Sigma Aldrich Israel ltd.
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Ethanol Absolut, Spectranal
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Sales and Marketing
We currently do not sell our products.
Our goal is to have a diversified pool of customers worldwide, including the United States. However, we plan to focus initially
on the Western EU nations and Israel since we have the CE mark and it will require more time and effort and substantial funding
to achieve FDA approval. During the next 12 months, we plan to commence clinical trials in selected countries in the EU in order
to complete the trials and validation stages prior to commencement of sales. Furthermore, once the clinical trials tests are successfully
completed in Singapore, we plan to apply to obtain regulatory approvals in Singapore to sell our products there. Our plans depend
on us financing our operations through the sale of equity, incurring debt, or other financing alternatives.
Competitive Advantage:
Current prevailing cancer screening tests
utilize the standard procedures which, we believe, are typically uncomfortable, such as colonoscopy for colorectal cancer and mammography
for breast cancer. In addition, we believe, these tests generally have medium to low sensitivities/specificity, along with adverse
risks. Furthermore, many of the existing screening methods depend on the technician’s or the physician’s capabilities,
knowledge and interpretation. The existing screening methods also carry a high cost.
In light of these drawbacks, we believe
our competitive advantage is three-fold: (i) the low cost of TBIA cancer screening tests; (ii) the simple score generated by the
Todos Medical algorithm telling the medical professional and patient whether cancer is present; and (iii) detecting cancer at an
early stage.
Web Domain
Our official website is currently under
the domain of www.todosmedical.com.
Description of Property
We do not own any real property. Our offices,
research and development facility and in-house laboratory are located at our headquarters at 1 Hamada Street, Rehovot, Israel,
were we currently occupy approximately 108 square meters for a monthly consideration of NIS 7,000 (approximately $1,820) under
a two-year lease agreement that expires on November 30, 2017. Lease payments are linked to the Israeli CPI based on the CPI published
on February 15, 2015.
We consider that our current office space
is sufficient to meet our anticipated needs for the foreseeable future and is suitable for the conduct of our business.
Employees and Consultants
As of June 2, 2017, we had 3 full-time
employees and 1 part-time employee, all located in Israel.
In addition, we engage specialists and
consultants in fields such as optics, physics, medicine, mathematical algorithms, biochemistry, regulatory and patents from time
to time as required by our operations. Furthermore, Mr. Zakai, our Chief Financial Officer, is engaged by us as an external consultant.
Legal Proceedings
The Company’s management is currently
not aware of any lawsuits, legal proceedings or claims that we believe will have a material adverse effect on our business, financial
condition or operating results.
There
are no material proceedings in which any of our directors, officers or affiliates or any registered or beneficial shareholder of
more than 5% of our ordinary shares, or any associate of any of the foregoing is an adverse party or has a material interest adverse
to our interest.
Subsidiary
On January 27, 2016, the Company incorporated
a wholly owned subsidiary in Singapore under the name: Todos Medical (Singapore) Pte Ltd. This entity has not yet commenced operations.
This entity was formed for the purpose of conducting clinical trials in the future in Singapore and to obtain possible Singapore
government grants to partially finance the conducting of such operations.
MANAGEMENT
Executive Officers and Directors
The following table sets forth information
regarding our executive officers, directors, and our key employee as of June 2, 2017. Unless otherwise stated, the address for
our directors and executive officers is c/o Todos Medical Limited, 1 Hamada Street, Rehovot, Israel.
Name
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Age
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Position(s)
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Rami Zigdon
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55
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Chief Executive Officer and Director, director of Todos Medical Singapore Pte. Ltd.
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Udi Zelig
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39
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Chief Technology Officer
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Shlomo Zakai
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48
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Chief Financial Officer
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Alon Ostrovitzky
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33
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Director
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Moshe Schlisser
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29
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Director
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Moshe Abramovitz
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36
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Director
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Asher Deutsch
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61
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Director
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Dr. Wee Yue Chew
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70
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Managing Director Todos Medical Singapore Pte. Ltd. (Key Employee)
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Executive Officers, Directors, and
Key Employees
Rami Zigdon,
Chief Executive Officer
and Director
Mr. Zigdon has served as our CEO since
our inception in 2010 and also served as a director of our company during May 12, 2011 until June 3, 2015. On May 10, 2016 he was
elected again to serve as a director. Mr. Zigdon also serves as a director of our subsidiary, Todos Medical Singapore as of January
2016. Mr. Zigdon is an experienced business manager of technology-based companies. From 2003 to 2009, Mr. Zigdon served as sales
manager for Israel of Renesas Technology, a leading Japanese semiconductors corporation. Prior to his position at Renesas, Mr.
Zigdon served as the manager of Hitachi Semiconductors Israel and as embedded systems group manager at RDT. Mr. Zigdon has held
various technical and management positions at Scitex (in Belgium), NI Medical and Spectronix. Mr. Zigdon graduated with honors
from the Hebrew University in Jerusalem and holds a Bachelor Degree of Science in Biology from the Hebrew University, a B.S. in
Electrical Engineering from the Ben Gurion University of the Negev, Beer-Sheva, and a MBA from the Heriot-Watt University, Edinburgh.
Udi Zelig
, Chief Technology Officer
Dr. Zelig was our Chief Technology Officer
as a non-employee from inception through December 31, 2011 while employed by Crow Technologies (a company in which Shmuel Melman,
one of our principal shareholders, and, from February 2, 2012 through June 3, 2015, one of the Company’s directors, is one
of the controlling shareholders). On January 1, 2012 we entered into an employment agreement with Dr. Zelig for him to serve as
our full-time Chief Technology Officer. Dr. Zelig is a biomedical engineer with research experience of more than a decade in the
conducting and managing of in-vitro and clinical experiments. His main research field is applications of infrared spectroscopy
for blood cancer detection and investigation of chemotherapeutic drugs influence on blood cells. Dr. Zelig is author of numerous
scientific publications in leading journals for medicine and biophysics. He holds a Bachelor Degree of Science in Nuclear Engineering,
a Master of Science and Ph.D. in bio-medical engineering, all from the Ben-Gurion University of the Negev, Beer-Sheva, Israel.
Shlomo Zakai,
Chief Financial Officer
Mr. Shlomo Zakai,
CPA was appointed as our chief financial officer, effective as of February 1, 2017. Mr. Zakai is an expert in finance with many
years of experience with U.S. public companies. He established his own accounting firm in Israel in 2004, providing a range of
services to publicly traded and private companies, and he has served as controller and Chief Financial Officer of a number of private
companies. Mr. Zakai serves as the internal auditor of several Israeli traded companies and oversees Sarbanes-Oxley compliance
for several U.S. and Israeli traded companies. He previously worked as an accountant for nine years for Kost, Forer, Gabbay &
Kasierer, an independent registered public accounting firm and a member firm of Ernst & Young Global, where he last served
as a senior manager and worked with technology companies publicly traded on NASDAQ and in Israel. Mr. Zakai holds a B.A. in Accounting
from the College of Management in Rishon Le’Zion, Israel.
Alon Ostrovitzky
, Director
Mr. Ostrovitzky was appointed as a director
of our Company on December 5, 2013. Since 2008 he has acted as the President of Ostrovitzky Holdings Company, a company which has
developed a variety of real estate projects in the Czech Republic, Germany, and Israel. As President, Mr. Ostrovitzky supervised
sub-contractors and service providers. Mr. Ostrovitzky also developed and led renewable energy projects in Greece, planned and
oversaw construction of Photo-voltaic parks in Greece, and provided management for a medical center (Dialysis and specialists)
in the Czech Republic. He received a BA in business administration at the Interdisciplinary Center Herzliya, Israel, where he specialized
in finance, and studied Economics at the Tel Aviv University, Israel.
Moshe Schlisser
, Director
Mr. Schlisser was appointed as a director
of our Company on February 27, 2016. Mr. Schlisser holds managerial positions in various investment firms and has experience in
mergers and acquisitions transactions in the healthcare, cleantech, and FinTech industries as well as in real estate and infrastructure
transactions worldwide. In 2010, Mr. Schlisser co-founded and currently still serves as a director in a soup kitchen in Jerusalem
that serves over 50 homeless and underprivileged individuals a hot prepared dinner every night and that deliver weekend food packages
to over 250 underprivileged families.
Moshe Abramovitz
, Director
Mr. Abramovitz was appointed as a director
of our Company on February 27, 2016. Mr. Abramovitz has held managerial positions in various organizations (Israeli companies and
charities) including acting as deputy CEO of A.S. Mehadrin Ltd. Mr. Abramovitz holds a B.A. in business administration, specializing
in information system form Ono Academic College, Israel and currently is studying towards obtaining an MBA degree from Ono Academic
College, Israel. Mr. Abramowitz received training and a certificate to serve a mediator from Bar Ilan University, Israel.
Asher Deutsch,
Director
Adv. Deutsch was appointed as a director
of our Company on March 3, 2016. Adv. Deutsch is a partner at the law firm of Asher Deutsch & Co. and has over 20 years of
experience as a director on the boards of numerous private and public companies in Israel (for example, RSL and Opectra Real Estate
and Investments). Adv. Deutsch founded “Datshare business information Ltd.” in 1992, a company that develops and markets
financial and marketing information systems to investors in capital markets for companies that are traded on the Tel Aviv stock
exchange and NASDAQ. Adv. Deutsch also acts as an arbitrator in corporate and securities law related arbitrations. Adv. Deutsch
was admitted to the Israeli bar association in 2008. Adv. Deutsch has a B.Sc. degree from Ben Gurion University, Israel and a law
degree from Ono Academic College, Israel, Adv. Deutsch also studied business administration at Tel-Aviv University, Israel.
Dr. Wee Yue Chew,
Dr. Wee was appointed
as the managing director of our subsidiary, Todos Medical Singapore Pte. Ltd. on March 16, 2017. Dr. Wee is a Chartered Engineer
by training (C.Eng, MIEE, UK), received an Honorary Doctorate from Moscow State University of Technology, Sciences, Education and
Technology, and a Master of Business Administration (General Management) from the University of Bradford, England. Over the past
40 years, Dr. Wee has held senior management and directorship positions of companies in Singapore, the U.S., and other countries.
Dr. Wee’s areas of expertise include productivity improvements and management, business development, mergers and acquisitions,
and corporate governance. In March 2012 Dr. Wee joined the CW Group Holdings Ltd. as consultant for corporate and business development
in its listing on the HK Stock Exchange (Stock Code 1322). Dr. Wee is not an executive officer of the Company.
Family Relationships
There are no family relationships between
any of our executive officers and our directors.
Arrangements for Election of Directors
and Members of Management
Pursuant to an October 2014 investment,
D.P.H. Investments Ltd. (“DPH”) had the right to appoint two members of our Board. Eliezer Marmarosh and Judith Weingut
were appointed to the Board as DPH’s representatives through February 27, 2016. Moshe Schlisser and Moshe Abramovitz replaced
them as DPH’s representatives to the Board on that same date. At a general meeting of the Company’s shareholders
convened on March 16, 2017, the shareholders adopted the Amended Articles. Following the adoption of the Amended Articles, none
of our shareholders have rights different from the rights of other shareholders and DPH no longer has the right to appoint two
members of the Board. Messrs. Schlisser and Abramovitz remain Board members.
Board Practices
According to the Companies Law, the management
of our business is vested in our Board. Our Board may exercise all powers and may take all actions that are not specifically granted
to our shareholders. Our executive officers are responsible for our day-to-day management and have individual responsibilities
established by our Board. Executive officers are appointed by and serve at the discretion of our Board, subject to any applicable
employment agreements we have entered into with the executive officers.
Under the Companies Law, we are not required
to have a majority of independent directors. We are required to appoint at least two external directors. According to our Amended
Articles, our Board must consist of at least five and not more than nine directors, including external directors. Currently, our
Board consists of five directors. We have not yet appointed our external directors. Pursuant to our Amended Articles, other than
the external directors, for whom special election requirements apply under the Companies Law, our directors are elected at a general
or special meeting of our shareholders and serve on the Board until they are removed by the majority of our shareholders at a general
or special meeting of our shareholders or upon the occurrence of certain events, in accordance with the Companies Law and our Amended
Articles. In addition, our Amended Articles allow our Board to appoint directors, other than external directors, to fill vacancies
on the Board to serve until the next general meeting or special meeting, or earlier if required by our Amended Articles or applicable
law. Our last annual meeting of shareholders was held on May 10, 2016. For additional information concerning external directors,
see "—External Directors" below.
Under the Companies Law, our Board must
determine the minimum number of directors who are required to have financial and accounting expertise. Under applicable regulations,
a director with financial and accounting expertise is a director who, by reason of his or her education, professional experience
and skill, has a high level of proficiency in and understanding of business accounting matters and financial statements. He or
she must be able to thoroughly comprehend the financial statements of the listed company and initiate debate regarding the manner
in which financial information is presented. In determining the number of directors required to have such expertise, a company's
board of directors must consider, among other things, the type and size of the company and the scope and complexity of its operations.
Our Board has determined that we require at least one director with the requisite financial and accounting expertise.
The term office holder is defined in the
Companies Law as a general manager, chief business manager, deputy general manager, vice general manager, executive vice president,
vice president, or any other person assuming the responsibilities of any of the foregoing positions, without regard to such person's
title, or a director or any other manager directly subordinate to the general manager.
External Directors
Under the Companies Law, a public company
is required to appoint at least two external directors to serve on its board of directors. External directors must meet stringent
standards of independence.
The provisions of the Israeli Companies
Law set forth special approval requirements for the election of external directors. External directors must be elected
by a majority vote of the shares present and voting on the matter at a shareholders meeting, provided that either:
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such
majority includes at least a majority of the shares held by all shareholders who are non-controlling shareholders and shareholders
who do not have a personal interest in the election of the external director (other than a personal interest not deriving from
a relationship with a controlling shareholder) that are voted at the meeting, excluding abstentions, which we refer to as a disinterested
majority; or
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the
total number of shares held by shareholders who are non-controlling shareholders and shareholders who do not have a personal interest
in the election of the external director (other than a personal interest not derived from a relationship with a controlling shareholder)
voted against the election of the external director does not exceed 2% of the aggregate voting rights in the company.
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The term “controlling shareholder”
is defined in the Israeli Companies Law as a shareholder with the ability to direct the activities of a company, other than by
virtue of being an office holder. A shareholder is deemed to be a controlling shareholder if the shareholder holds 50% or more
of the voting rights in the company or has the right to appoint 50% or more of the directors of a company or its general manager.
The term “personal interest”
is defined in the Israeli Companies Law as a person’s or entity’s personal interest in an act or a transaction of a
company, (i) including the personal interest of (a) any spouse, sibling, parent, grandparent or descendant of the persons, any
descendant, sibling or parent of a spouse of the person and the spouse of any of the foregoing; and (b) an entity in which the
person or entity or any of the foregoing relatives of the person serves as a director or the chief executive officer, owns at least
5% of its issued share capital or voting rights or has the right to appoint one or more directors or the chief executive officer,
but (ii) excluding a personal interest arising solely from the ownership of shares. In the case of a person voting by proxy, “personal
interest” includes the personal interest of the proxy holder or the shareholder granting the proxy (even if the proxy holder
has no personal interest in the matter), whether or not the proxy holder has discretion how to vote.
The initial term of an external director
is three years. Thereafter, an external director may be reelected by shareholders to serve in that capacity for up to
two additional three-year terms, provided that either:
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his
or her service for each such additional term is recommended by one or more shareholders holding at least 1% of the company’s
voting rights and is approved at a shareholders meeting by a disinterested majority, where the total number of shares held by
non-controlling, disinterested shareholders voting for such reelection exceeds 2% of the aggregate voting rights in the company,
and provided further that the external director is not an affiliated or competing shareholder, as defined in the Israeli Companies
Law, or a relative of such a shareholder at the time of the appointment, and is not affiliated with such a shareholder at the
time of appointment or within the two years preceding the date of appointment; or
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his
or her service for each such additional term is recommended by the board of directors and is approved at a shareholders meeting
by the same majority required for the initial election of an external director (as described above).
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If the board of directors has determined
that an external director ceases to meet the statutory qualifications for appointment or if he or she violates his or her duty
of loyalty to the company, the board of directors is required to call a special general meeting of shareholders for the removal
of the external director. In such circumstances, the removal of the external director by the shareholders requires the
same special shareholder majority that is required for the election of an external director, as described above. An
external director may also be removed by order of an Israeli court, at the request of a director or shareholder, if the court finds
that the external director has ceased to meet the statutory qualifications for his or her appointment or has violated his or her
duty of loyalty to the company. If an external directorship becomes vacant and there are fewer than two external directors
on the board of directors at the time, then the board of directors is required under the Israeli Companies Law to call a shareholders’
meeting as soon as practicable to appoint a replacement external director.
Each committee of the board of directors
that exercises the powers of the board of directors must include at least one external director, except that the audit committee
and the compensation committee must include all external directors then serving on the board of directors. Under the
Israeli Companies Law, external directors of a company are prohibited from receiving, directly or indirectly, any compensation
for their services as external directors other than pursuant to the Israeli Companies Law and the regulations promulgated thereunder. Compensation
of an external director is determined prior to his or her appointment and may not be changed during any three-year term subject
to certain exceptions.
The Israeli Companies Law provides that
a person is not qualified to serve as an external director if (i) the person is a relative of a controlling shareholder of the
company, or (ii) if that person or his or her relative, partner, employer, another person to whom he or she was directly or indirectly
subordinate, or any entity under the person’s control, has or had, during the two years preceding the date of appointment
as an external director: (a) any affiliation with the company, with any person or entity controlling the company or a relative
of such person at the time of appointment, or with any entity controlled by or under common control with the company at the time
of appointment or during the two years preceding the appointment; or (b) in the case of a company with no controlling shareholder
or a shareholder holding 25% or more of its voting rights, had at the date of appointment as an external director, any affiliation
with a person then serving as chairman of the board or chief executive officer, a holder of 5% or more of the issued share capital
or voting power in the company or the most senior financial officer.
The term “relative” is defined
as a spouse, sibling, parent, grandparent or descendant; spouse’s sibling, parent or descendant; and the spouse of each of
the foregoing persons.
The term “affiliation” includes
(subject to certain exceptions): an employment relationship; a business or professional relationship even if not maintained on
a regular basis (excluding insignificant relationships); control; and service as an office holder, excluding service as a director
in a private company prior to the initial public offering of its shares if such director was appointed as a director of the private
company in order to serve as an external director following the initial public offering.
In addition, no person may serve as an
external director if that person’s positions or professional or other activities create, or may create, a conflict of interest
with that person’s responsibilities as a director or otherwise interfere with that person’s ability to serve as a director
or if the person is an employee of the Israel Securities Authority or of an Israeli stock exchange. A person may furthermore not
continue to serve as an external director if he or she received direct or indirect compensation other than as permitted by the
Israeli Companies Law and the regulations promulgated thereunder.
Following the termination of an external
director’s service on a board of directors, such former external director and his or her spouse and children and other relatives
may not be provided a direct or indirect benefit by the company, its controlling shareholder or any entity under its controlling
shareholder’s control. This includes engagement as an officer or director of the company or a company controlled by its controlling
shareholder or employment by, or provision of services to, any such company for consideration, either directly or indirectly, including
through a corporation controlled by such person. This restriction extends for a period of two years with regard to the
former external director and his or her spouse or child and for one year with respect to other relatives of the former external
director.
If at the time at which an external director
is appointed all members of the board of directors who are not controlling shareholders or relatives of controlling shareholders
of the company are of the same gender, the external director to be appointed must be of the other gender. A director of one company
may not be appointed as an external director of another company if a director of the other company is acting as an external director
of the first company at such time.
According to the Israeli Companies Law
and regulations promulgated under the Israeli Companies Law, a person may be appointed as an external director only if he or she
has professional qualifications or if he or she has accounting and financial expertise (each, as defined below). At
least one of the external directors must be determined by our Board to have accounting and financial expertise.
A director with accounting and financial
expertise is a director who, due to his or her education, experience and skills, possesses an expertise in, and an understanding
of, financial and accounting matters and financial statements, such that he or she is able to understand the financial statements
of the company and initiate a discussion about the presentation of financial data. A director is deemed to have professional
qualifications if he or she has any of (i) an academic degree in economics, business management, accounting, law or public administration,
(ii) an academic degree or has completed another form of higher education in the primary field of business of the company or in
a field which is relevant to his/her position in the company, or (iii) at least five years of experience serving in one of the
following capacities, or at least five years of cumulative experience serving in two or more of the following capacities: (a) a
senior business management position in a company with a significant volume of business; (b) a senior position in the company’s
primary field of business; or (c) a senior position in public administration or service. The board of directors is charged with
determining whether a director possesses financial and accounting expertise or professional qualifications.
As of June 2, 2017, we have not yet appointed
external directors. An Extraordinary Meeting of Shareholders of the Company will be held on Thursday, June 22, 2017 at 10:00 a.m.
(Israel time), at the Company’s offices at 1 Hamada Street, Rehovot, Israel for the following purposes: (1) to elect Mrs.
Ronit Even-Zahav Maitin as an external director to the Company; (2) to elect Mr. Alon Shalev as an external director to the Company;
and (3) to elect Mr. Herman Weiss, MD, MBA, FACOG, as the Chairman of the Board of Directors of the Company.
Audit Committee
Israeli Companies Law Requirements
Under the Israeli Companies Law, a public
company is required to appoint an audit committee. The audit committee must be comprised of at least three directors, including
all of the external directors, one of whom must serve as chairman of the committee. The audit committee may not include the chairman
of the board, a controlling shareholder of the company or a relative of a controlling shareholder, a director employed by or providing
services on a regular basis to the company, to a controlling shareholder or to an entity controlled by a controlling shareholder
or a director who derives most of his or her income from a controlling shareholder.
In addition, under the Israeli Companies
Law, the audit committee of a publicly traded company must consist of a majority of unaffiliated directors, within the meaning
of the Israeli Companies Law. In general, an “unaffiliated director” under the Israeli Companies Law is defined as
either an external director or a director who meets the following criteria:
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the
audit committee has determined that he or she meets the qualifications for being appointed as an external director, except for
(i) the requirement that the director be an Israeli resident (which does not apply to companies such as ours whose securities
have been offered outside of Israel or are listed outside of Israel); and (ii) the requirement for accounting and financial expertise
or professional qualifications; and
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he
or she has not served as a director of the company for a period exceeding nine consecutive years. For this purpose, a break of
less than two years in the service shall not be deemed to interrupt the continuation of the service.
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Audit Committee Role
Our Board will adopt an audit committee
charter that will set forth the responsibilities of the audit committee consistent with the regulations of the SEC, as well as
the requirements for audit committees under the Israeli Companies Law, including the following:
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oversight
of our independent registered public accounting firm and recommending the engagement, compensation or termination of engagement
of our independent registered public accounting firm to the board of directors or shareholders for their approval, as applicable,
in accordance with the requirements of the Israeli Companies Law;
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recommending
the engagement or termination of the person filling the office of our internal auditor; and;
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recommending
the terms of audit and non-audit services provided by the independent registered public accounting firm for pre-approval by our
Board or shareholders for their approval, as applicable, in accordance with the requirements of the Israeli Companies Law.
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Our audit committee will provide assistance
to our Board in fulfilling its legal and fiduciary obligations in matters involving our accounting, auditing, financial reporting,
internal control and legal compliance functions by pre-approving the services performed by our independent accountants and reviewing
their reports regarding our accounting practices and systems of internal control over financial reporting. Our audit committee
also will oversee the audit efforts of our independent accountants and takes those actions that it deems necessary to satisfy itself
that the accountants are independent of management.
Under the Israeli Companies Law, our audit
committee will be responsible for:
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determining
whether there are deficiencies in the business management practices of our company, including in consultation with our internal
auditor or the independent auditor, and making recommendations to the board of directors to improve such practices;
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determining
whether to approve certain related party transactions (including transactions in which an office holder has a personal interest)
and whether such transaction is extraordinary or material under Israeli Companies Law (see “— Approval of Related
Party Transactions under Israeli Law”);
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·
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determining
whether a competitive process must be implemented for the approval of certain transactions with controlling shareholders or its
relative or in which a controlling shareholder has a personal interest (whether or not the transaction is an extraordinary transaction),
under the supervision of the audit committee or other party determined by the audit committee and in accordance with standards
determined by the audit committee, or whether a different process determined by the audit committee should be implemented for
the approval of such transactions;
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determining
the process for the approval of certain transactions with controlling shareholders or in which a controlling shareholder has a
personal interest that the audit committee has determined are not extraordinary transactions but are not immaterial transactions;
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where
the Board approves the working plan of the internal auditor, to examine such working plan before its submission to the Board and
proposing amendments thereto;
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examining
our internal controls and internal auditor’s performance, including whether the internal auditor has sufficient resources
and tools to dispose of its responsibilities;
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examining
the scope of our auditor’s work and compensation and submitting a recommendation with respect thereto to our Board or shareholders,
depending on which of them is considering the compensation of our auditor; and
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establishing
procedures for the handling of employees’ complaints as to the management of our business and the protection to be provided
to such employees.
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Our audit committee may not approve any
actions requiring its approval (see “— Approval of Related Party Transactions under Israeli Law”), unless at
the time of the approval a majority of the committee’s members are present, which majority consists of unaffiliated directors
including at least one external director.
Financial Statement Examination Committee
Under the Israeli Companies Law, the board
of directors of a public company must appoint a financial statement examination committee, which consists of members with accounting
and financial expertise or the ability to read and understand financial statements. Once nominated, we plan to assign to our audit
committee the responsibilities and duties of a financial statement examination committee, as permitted under the relevant regulations
promulgated under the Israeli Companies Law. From time to time, as necessary and required in order to approve our financial statements,
the audit committee will hold separate meetings prior to the scheduled meetings of the Board in respect of the financial statements.
The function of a financial statement examination committee is to discuss and provide recommendations to the board of directors
(including reporting any deficiencies found) with respect to the following issues: (a) estimations and assessments made in connection
with the preparation of financial statements; (b) internal controls related to the financial statements; (c) completeness and appropriateness
of the disclosure in the financial statements; (d) the accounting policies adopted and the accounting treatment implemented in
material matters of the Company; and (e) value evaluation, including the assumptions and assessments on which evaluations are based
and the supporting data in the financial statements.
Compensation Committee and Compensation
Policy
A public company in Israel is required
to have a compensation committee as required by the Israeli Companies Law. The compensation committee must be comprised of at least
three directors, including all of the external directors, who must constitute a majority of the members of the compensation committee.
Each compensation committee member that is not an external director must be a director whose compensation does not exceed an amount
that may be paid to an external director under regulations promulgated under the Israeli Companies Law. The compensation committee
is subject to the same Israeli Companies Law restrictions as the audit committee as to who may not be a member of the committee.
See “— Audit Committee — Israeli Companies Law Requirements.”
Compensation Committee Role
Our Board will adopt a compensation committee
charter. Responsibilities of the compensation committee consistent with the requirements for compensation committees under the
Israeli Companies Law which includes the following:
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recommending to the board of directors
for its approval (i) a compensation policy; (ii) whether a compensation policy should continue in effect, if the then-current policy
has a term of greater than three years (approval of either a new compensation policy or the continuation of an existing compensation
policy must in any case occur every three years); and (iii) periodic updates to the compensation policy. See “— Compensation
Policy.” In addition, the compensation committee is required to periodically examine the implementation of the compensation
policy;
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the approval of the terms of employment
and service of office holders (including determining whether the compensation terms of a candidate for chief executive officer
of the company need not be brought to approval of the shareholders); and
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reviewing and approving grants of options
and other incentive awards to persons other than office holders to the extent such authority is delegated by our Board, subject
to the limitations on such delegation as provided in the Israeli Companies Law.
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Compensation Policy
Under the Israeli Companies Law, the duties
of the compensation committee include the recommendation to the company’s board of directors of a policy regarding the terms
of engagement of office holders, as such term is defined in the Israeli Companies Law, to which we refer to as a compensation policy,
and any extensions and updates thereto. The compensation policy must be adopted by the company’s board of directors, after
considering the recommendations of the compensation committee, and will need to be brought for approval by the company’s
shareholders, which approval requires a Special Approval for Compensation (as defined below under “— Approval of Related
Party Transactions under Israeli Law — Disclosure of Personal Interests of an Office Holder and Approval of Certain Transactions”).
Once our audit committee and compensation
committee are established, we plan to adopt a compensation policy.
The compensation policy must serve as the
basis for decisions concerning the financial terms of employment or engagement of office holders, including exculpation, insurance,
indemnification or any monetary payment or obligation of payment in respect of employment or engagement. The compensation policy
must relate to certain factors, including advancement of the company’s objectives, the company’s business plan and
its long-term strategy, and creation of appropriate incentives for office holders, and must consider (among other things) the company’s
risk management, size and the nature of its operations. The compensation policy must also consider the following additional factors:
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the knowledge, skills, expertise and accomplishments
of the relevant office holder;
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the office holder’s roles and responsibilities
and prior compensation agreements with him or her;
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the relationship between the terms offered
and the average compensation of the other employees of the company (including any employees employed through manpower companies);
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the impact of disparities in salary upon
work relationships in the company;
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the possibility of reducing variable compensation
at the discretion of the board of directors, and the possibility of setting a limit on the exercise value of non-cash variable
equity-based compensation; and
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as to severance compensation, the period
of employment or service of the office holder, the terms of his or her compensation during such period, the company’s performance
during such period, the person’s contribution towards the company’s achievement of its goals and the maximization of
its profits, and the circumstances under which the person is leaving the company.
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The compensation policy
must also include the following principles:
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the link between variable compensation
and long-term performance and measurable criteria;
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the relationship between variable and
fixed compensation, and the ceiling for the value of variable compensation;
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the conditions under which an office holder
would be required to repay compensation paid to him or her if it was later shown that the data upon which such compensation was
based was inaccurate and was required to be restated in the company’s financial statements;
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the minimum holding or vesting period
for variable, equity-based compensation; and
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maximum limits for severance compensation.
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Internal Auditor
Under the Israeli Companies Law, the board
of directors of an Israeli public company must appoint an internal auditor recommended by the audit committee. An internal auditor
may not be:
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a person (or a relative of a person) who
holds more than 5% of the company’s outstanding shares or voting rights;
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a person (or a relative of a person) who
has the power to appoint a director or the general manager of the company;
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an office holder, within the meaning of
the Israeli Companies Law (including a director and the general manager) of the company (or a relative thereof); or
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a member of the company’s independent
accounting firm, or anyone on his or her behalf.
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The role of the internal auditor is to
examine, among other things, our compliance with applicable law and orderly business procedures. The audit committee is required
to oversee the activities and to assess the performance of the internal auditor as well as to review the internal auditor’s
work plan.
We intend to appoint an internal auditor
once our audit committee is established.
Approval of Related Party Transactions
under Israeli Law
Fiduciary Duties of Office Holders
The Israeli Companies Law codifies the
fiduciary duties that office holders owe to a company.
An office holder’s fiduciary duties
consist of a duty of care and a duty of loyalty. The duty of care requires an office holder to act with the level of care with
which a reasonable office holder in the same position would have acted under the same circumstances. The duty of care
includes a duty to use reasonable means to obtain:
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information on the advisability of a given
action brought for his or her approval or performed by virtue of his or her position; and
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·
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all other important information pertaining
to any such action.
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The duty of loyalty requires an office
holder to act in good faith and in the best interests of the company, and includes, among other things, the duty to:
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·
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refrain from any conflict of interest
between the performance of his or her duties to the company and his or her other duties or personal affairs;
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·
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refrain from any activity that is competitive
with the company;
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·
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refrain from exploiting any business opportunity
of the company to receive a personal gain for himself or herself or others; and
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·
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disclose to the company any information
or documents relating to the company’s affairs which the office holder received as a result of his or her position as an
office holder.
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We may approve an act specified above which
would otherwise constitute a breach of the office holder’s duty of loyalty, provided that the office holder acted in good
faith, the act or its approval does not harm the company and the office holder discloses his or her personal interest a sufficient
amount of time before the date for discussion of approval of such act.
Disclosure of Personal Interests of
an Office Holder
The Israeli Companies Law requires that
an office holder promptly disclose to the company any “personal interest” that he or she may be aware of and all related
material information or documents concerning any existing or proposed transaction with the company. An interested office
holder’s disclosure must be made promptly and in any event no later than the first meeting of the board of directors at which
the transaction is considered. A personal interest includes an interest of any person in an act or transaction of a
company, including a personal interest of such person’s relative or of a corporate entity in which such person or a relative
of such person holds 5% or more of the outstanding shares or voting rights, is a director or general manager or in which he or
she has the right to appoint at least one director or the general manager, but excluding a personal interest arising from one’s
ownership of shares in the company. A personal interest includes the personal interest of a person for whom the office
holder holds a voting proxy or the personal interest of the office holder with respect to his or her vote on behalf of a person
for whom he or she holds a proxy even if such shareholder has no personal interest in the matter. An office holder is
not, however, obliged to disclose a personal interest if it derives solely from the personal interest of his or her relative in
a transaction that is not considered an extraordinary transaction. Under the Israeli Companies Law, an extraordinary
transaction is defined as any of the following: a transaction other than in the ordinary course of business; a transaction
that is not on market terms; or a transaction that may have a material impact on a company’s profitability, assets or liabilities.
Generally, a person who has a personal
interest in a matter which is considered at a meeting of the board of directors or the audit committee may not be present at such
a meeting or vote on that matter unless, with respect to an office holder, the chairman of the audit committee or board of directors
(as applicable) determines that the office holder should be present in order to present the transaction that is subject to approval. If
a majority of the members of the audit committee or the board of directors (as applicable) has a personal interest in the approval
of a transaction, then all directors may participate in discussions of the audit committee or the board of directors (as applicable)
on such transaction and the voting on approval thereof. If a majority of the members of the board of directors has a
personal interest in the approval of a transaction, shareholder approval is also required for such transaction.
Approval of Transactions with Officer
Holders
If it is determined that an office holder
has a personal interest in a transaction that is not an extraordinary transaction, approval by the board of directors is required
for the transaction, unless the company’s articles of association provide for a different method of approval. Further,
so long as an office holder has disclosed his or her personal interest in a transaction, the board of directors may approve an
act by the office holder that would otherwise be deemed a breach of his or her duty of loyalty, provided that the transaction is
in the company’s best interest and the office holder acted in good faith. An extraordinary transaction in which an office
holder has a personal interest requires approval first by the company’s audit committee and subsequently by the board of
directors.
Disclosure of Personal Interests
of Controlling Shareholders and Approval of Certain Transactions
Pursuant to Israeli law, the disclosure
requirements regarding personal interests that apply to directors and executive officers also apply to a controlling shareholder
of a public company. In the context of a transaction involving a shareholder of the company, a controlling shareholder also includes
a shareholder who holds 25% or more of the voting rights in the company if no other shareholder holds more than 50% of the voting
rights in the company. For this purpose, the holdings of all shareholders who have a personal interest in the same transaction
will be aggregated. Extraordinary transactions with a controlling shareholder or in which a controlling shareholder has a personal
interest, including a private placement in which a controlling shareholder has a personal interest, and the terms of engagement
with a controlling shareholder or a relative thereof, directly or indirectly (including through a corporation controlled by a controlling
shareholder), for the provision of services to the company and his or her terms of employment or service as an office holder or
employment as other than an office holder, require the approval of each of (i) the audit committee or the compensation committee
with respect to the terms of service or employment by the company as an office holder, an employee or service provider; (ii) the
board of directors; and (iii) the shareholders, in that order. The shareholder approval requires one of the following, which we
refer to as a Special Majority:
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at least a majority of the shares held
by all shareholders who do not have a personal interest in the transaction and who are present and voting on the matter approves
the transaction, excluding abstentions; or
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·
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the shares voted against the transaction
by shareholders who have no personal interest in the transaction and who are present and voting at the meeting do not exceed 2%
of the voting rights in the company.
|
Each shareholder voting on the approval
of an extraordinary transaction with a controlling shareholder must inform the company prior to voting whether or not he or she
has a personal interest in the approval of the transaction, otherwise, the shareholder is not eligible to vote on the proposal
and his or her vote will not be counted for purposes of the proposal.
To the extent that any such transaction
with a controlling shareholder is for a period of more than three years, approval is required once every three years, unless, with
respect to any such extraordinary transactions, the audit committee determines that the duration of the transaction is reasonable
given the related circumstances.
The compensation committee and board approval
for arrangements regarding the terms of service or employment of a controlling shareholder must be in accordance with the company’s
compensation policy. In special circumstances the compensation committee and board of directors may approve a compensation arrangement
that is inconsistent with the company’s compensation policy, provided that they have considered the same considerations and
matters required for the approval of a compensation policy in accordance with the Israeli Companies Law and that shareholder approval
was obtained by the Special Majority.
Pursuant to regulations promulgated under
the Israeli Companies Law, certain transactions with a controlling shareholder or his or her relative, or with directors, relating
to terms of service or employment that would otherwise require approval of a company’s shareholders may be exempt from shareholder
approval upon certain determinations of the audit committee and board of directors. Under these regulations, a shareholder holding
at least 1% of the issued share capital or voting power of the company may require, within 14 days of the publication or announcement
of such determinations, that despite such determinations by the audit committee and the board of directors, such transaction will
require shareholder approval under the same majority requirements that would otherwise apply to such transactions.
In addition, disclosure of a personal interest
in a private placement of a public company (including disclosure of any material fact or document) is required by (i) a shareholder
holding 5% or more of the company’s issued and outstanding capital or its voting rights whose holdings will increase as result
of the private placement and a shareholder who will hold 5% or more of the company’s issued and outstanding capital or its
voting rights as a result of the private placement, if 20% or more of the company’s outstanding share capital prior to the
private placement is issued in the private placement and the payment for which is not only in cash or listed securities or the
transaction is not on market terms; and (ii) a person or entity that will become a controlling shareholder as a result of the private
placement.
Shareholder Duties
Pursuant to the Israeli Companies Law,
a shareholder has a duty to act in good faith and in a customary manner toward the company and other shareholders and to refrain
from abusing his or her power in the company, including, among other things, in voting at a meeting of shareholder with respect
to the following matters:
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an amendment to the company’s articles of association;
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·
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an increase of the company’s authorized share capital;
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·
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the approval of related party transactions and acts of office holders
that require shareholder approval.
|
In addition, a shareholder
has a general duty to refrain from discriminating against other shareholders.
Certain shareholders have a duty of fairness
toward the company. These shareholders include any controlling shareholder, any shareholder who knows that he or she has the power
to determine the outcome of a shareholder vote and any shareholder who has the power to appoint or to prevent the appointment of
an office holder of the company or other power towards the company. The Israeli Companies Law does not define the substance of
the duty of fairness, except to state that the remedies generally available upon a breach of contract will also apply in the event
of a breach of the duty to act with fairness.
Exculpation, Insurance and Indemnification
of Directors and Officers
Under the Israeli Companies Law, a company
may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli company may exculpate an office
holder in advance from liability to the company, in whole or in part, for damages caused to the company as a result of a breach
of duty of care, but only if a provision authorizing such exculpation is included in its articles of association. Our Articles
include such a provision, to the fullest extent permitted by law. The company may not exculpate in advance a director
from liability arising out of a prohibited dividend or other distribution to shareholders.
Under the Israeli Companies Law and the
Israeli Securities Law, 5728-1968 (the “Israeli Securities Law”), a company may indemnify an office holder in respect
of the following liabilities and expenses incurred for acts performed by him or her as an office holder, either pursuant to an
undertaking made in advance of any such event or following an event, provided its articles of association include a provision authorizing
such indemnification:
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a financial liability imposed on him or
her in favor of another person pursuant to a judgment, including a settlement or arbitrator’s award approved by a court. However,
if an undertaking to indemnify an office holder with respect to such liability is provided in advance, then such an undertaking
must be limited to events which, in the opinion of the board of directors, can be foreseen based on the company’s activities
when the undertaking to indemnify is given, and to an amount or according to criteria determined by the board of directors as reasonable
under the circumstances, and such undertaking shall detail the abovementioned foreseen events and amount or criteria;
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reasonable litigation expenses, including
attorneys’ fees, incurred by the office holder (1) as a result of an investigation or proceeding instituted against him or
her by an authority authorized to conduct such investigation or proceeding, provided that (i) no indictment was filed against such
office holder as a result of such investigation or proceeding; and (ii) no financial liability was imposed upon him or her as a
substitute for the criminal proceeding as a result of such investigation or proceeding or, if such financial liability was imposed,
it was imposed with respect to an offense that does not require proof of criminal intent; and (2) in connection with a monetary
sanction;
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·
|
reasonable litigation expenses, including
attorneys’ fees, incurred by the office holder or imposed by a court in proceedings instituted against him or her by the
company, on its behalf, or by a third party, or in connection with criminal proceedings in which the office holder was acquitted,
or as a result of a conviction for an offense that does not require proof of criminal intent; and
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·
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expenses, including reasonable litigation
expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office
holder, or certain compensation payments made to an injured party imposed on an office holder by an administrative proceeding,
pursuant to certain provisions of the Israeli Securities Law.
|
Under the Israeli Companies Law and the
Israeli Securities Law, a company may insure an office holder against the following liabilities incurred for acts performed by
him or her as an office holder if and to the extent provided in the company’s articles of association:
|
·
|
a breach of the duty of loyalty to the
company, provided that the office holder acted in good faith and had a reasonable basis to believe that the act would not harm
the company;
|
|
·
|
a breach of the duty of care to the company
or to a third party, to the extent such a breach does not arise out of the negligent conduct of the office holder;
|
|
·
|
a financial liability imposed on the office
holder in favor of a third party; and
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·
|
expenses, including reasonable litigation
expenses and legal fees, incurred by an office holder in relation to an administrative proceeding instituted against such office
holder or certain compensation payments to an injured party imposed on an office holder by an administrative proceeding, pursuant
to certain provisions of the Securities Law.
|
Under the Israeli Companies Law, a company
may not indemnify, exculpate or enter into an insurance contract for office holder liability, for any of the following:
|
·
|
a breach of the duty of loyalty, except
for indemnification and insurance for a breach of the duty of loyalty to the company to the extent that the office holder acted
in good faith and had a reasonable basis to believe that the act would not prejudice the company;
|
|
·
|
a breach of the duty of care committed
intentionally or recklessly, excluding a breach arising out of the negligent conduct of the office holder;
|
|
·
|
an act or omission committed with intent
to derive illegal personal benefit; or
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|
·
|
a fine, monetary sanction or forfeit levied
against the office holder.
|
Under the Israeli Companies Law, exculpation,
indemnification and insurance of office holders in a public company must be approved by the compensation committee and the board
of directors and, with respect to the chief executive officer or a director or under certain circumstances, also by the shareholders.
Our Amended Articles permits us to exculpate,
indemnify and insure our office holders to the fullest extent permitted under the Israeli Companies Law. We have entered into indemnification
and exculpation agreements with each of our directors. This indemnification is limited to events determined as foreseeable by our
Board based on our activities, as set forth in the indemnification agreements.
We have obtained directors’ and officers’
liability insurance for the benefit of our office holders and intend to continue to maintain such coverage and pay all premiums
thereunder to the fullest extent permitted by the Israeli Companies Law, with coverage of $5 million in the aggregate.
Remuneration of Directors
Under the Companies Law, remuneration of
directors is subject to the approval of the compensation committee (until recently of the audit committee), thereafter by the board
of directors and thereafter by the general meeting of the shareholders. In case the remuneration of the directors is in accordance
with regulation applicable to remuneration of the external directors then such remuneration shall be exempt from the approval of
the general meeting.
Code of Business Conduct and Ethics
We have adopted a written code of ethics
that applies to our officers and employees. Our Code of Business Conduct and Ethics is posted on our website. If we make any amendment
to the Code of Business Conduct and Ethics or grant any waivers, including any implicit waiver, from a provision of the code, we
will disclose the nature of such amendment or waiver on our website to the extent required by the rules and regulations of the
SEC including the instructions to Item 16B of Form 20-F. We have not granted any waivers under our Code of Business Conduct and
Ethics.
Compensation of Executive Officers and
Directors
The following table presents in the aggregate
all compensation we paid to all of our directors and executive officers as a group for the year ended December 31, 2016. The table
does not include any amounts we paid to reimburse any of such persons for costs incurred in providing us with services during this
period.
All amounts reported in the tables below
reflect the cost to the Company, in thousands of U.S. Dollars, for the year ended December 31, 2016. Amounts paid in NIS are translated
into U.S. dollars at the rate of NIS 3.845 = U.S.$1.00, based on the average representative rate of exchange between the NIS and
the U.S. dollar as reported by the Bank of Israel in the year ended December 31, 2016.
|
|
Salary and
Related
Benefits,
including
Pension,
Retirement
and Other
Similar
Benefits
|
|
|
Share Based
Compensation
|
|
All directors and executive officers as a group, consisting of 7 persons
|
|
$
|
234,197
|
|
|
$
|
68,652
|
|
|
|
|
|
|
|
|
|
|
In accordance with the Companies Law, the
table below reflects the compensation granted to our three most highly compensated officers during or with respect to the year
ended December 31, 2016.
Annual Compensation- in thousands of USD- convenience translation
Executive Officer
|
|
Salary and
Related
Benefits,
including
Pension,
Retirement and
Other Similar
Benefits
|
|
|
Share Based
Compensation
|
|
|
Total
|
|
Rami Zigdon
|
|
$
|
69,361
|
|
|
$
|
45,768
|
|
|
$
|
115,129
|
|
Udi Zelig
|
|
$
|
75,025
|
|
|
$
|
22,884
|
|
|
$
|
97,909
|
|
Shlomo Zakai
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
|
$
|
144,386
|
|
|
$
|
68,652
|
|
|
$
|
213,038
|
|
Employment Agreements with Executive
Officers
We have entered into written employment
agreements with each of our executive officers. All of these agreements contain customary provisions regarding noncompetition,
confidentiality of information and assignment of inventions. However, the enforceability of the noncompetition provisions may be
limited under applicable law. In addition, we have entered into agreements with each executive officer and director pursuant to
which we have agreed to indemnify each of them up to a certain amount and to the extent that these liabilities are not covered
by directors and officers insurance.
Effective as of May 1, 2015, we entered
into an employment agreement with Mr. Zigdon, our CEO. Prior to the effective date of the agreement, Mr. Zigdon provided us with
management services as an independent contractor since our inception. As of the effective date of the agreement, Mr. Zigdon is
employed as our chief executive officer on a full time basis. The agreement may be terminated by either party with ninety days’
prior written notice or by us under exceptional circumstances as detailed in the agreement. Pursuant to the agreement, Mr. Zigdon
is entitled to a gross monthly salary of NIS 15,000 (approximately $3,900) linked to the Israeli CPI known at the effective date
of the agreement as well as reimbursement of vehicle expenses up to an annual amount of NIS 16,000 (approximately $4,200). The
gross monthly salary shall be increased to NIS 25,000 (approximately $6,600) as from the date on which the Company shall have cash
at its bank account at least NIS 3,500,000 (approximately $920,000 (the “Triggering Date”) that is sourced from capital
injections/non-repayable amounts only, as confirmed by the Company’s CFO in writing. In the event that during the term of
the Agreement, on a certain date, the Company shall have at least NIS 4 million (approximately $1.05 million) cash at its bank
account that is sourced from capital injection/non-repayable amounts only, as confirmed by the Company’s CFO, Mr. Zigdon
shall be entitled to a payment in the sum of NIS 12,333 (approximately $3,200) multiplied by the number of calendar months that
had passed from the effective date of the agreement and until the month ending prior to the Triggering Date. In addition, Mr. Zigdon
is entitled to participate in our incentive program that will be adopted by the appropriate organs of the Company. Mr. Zigdon is
entitled to customary fringe benefits under Israeli laws. If the agreement is terminated by us, other than for “cause”
as defined in the agreement, Mr. Zigdon shall be entitled to an adjustment bonus equal to 3 times the last gross monthly salary
or in the event that we will have more than $3 million cash at hand, the adjustment bonus shall be equal to 6 times the last gross
monthly salary. The agreement contains provisions regarding non-competition, confidentiality of information and assignment of inventions.
Furthermore, Mr. Zigdon was granted 1,241,163 options under our 2015 Option Plan to purchase 1,241,163 ordinary shares. All of
the options expire on January 11, 2021 or earlier under the terms of the option grant letter. On May 8, 2016, Mr. Zigdon exercised
103,428 vested options into ordinary shares, which ordinary shares are currently held by ESOP Management & Trust Services Ltd.
for the benefit of Mr. Zigdon. As of April 25, 2017, 284,435 options have vested and were unexercised by Mr. Zigdon.
On January 1, 2012 we entered into an employment
agreement with Dr. Zelig, our Chief Technology Officer. Pursuant to the agreement, Dr. Zelig is employed by us on a full time basis.
The agreement may be terminated by either party with 30 days’ prior written notice or by us under exceptional circumstances
as detailed in the agreement. Under the agreement, Dr. Zelig is entitled to a gross monthly compensation of NIS 16,000 (approximately
$4,100) as well as global monthly gross payment for overtime of NIS 2,500 (approximately $650). Dr. Zelig is entitled to a company
car and cellular phone in connection with his employment with us. Dr. Zelig is entitled to customary fringe benefits under Israeli
laws as well as contributions (by our Company and by Dr. Zelig) to an education fund, at the rates specified in the agreement.
Dr. Zelig was granted 620,581 options under our 2015 Option Plan to purchase 620,581 ordinary shares. All of the options expire
on January 11, 2021 or earlier under the terms of the option grant letter. As of April 25, 2017, 193,931 options have vested and
were unexercised by Dr. Zelig.
For information regarding Dr. Zelig's entitlement
to payments from BG Negev under the License Agreement, please refer to Business the caption "Licensing Agreement."
Following the
resignation of our former chief financial officer, Mr. Uri Sher effective January 31, 2017, on January 19, 2017, we entered into
a CFO services agreement with Mr. Shlomo Zakai, our Chief Financial Officer. Pursuant to the agreement, Mr. Zakai undertook to
provide CFO services and act as our CFO. Under the agreement, Mr. Zakai is entitled to a fixed monthly remuneration of USD 1,000
per month (except for the three months of January-March 2017 for which the monthly remuneration shall be USD 2,000). In respect
of additional services as detailed in the engagement agreement, if required by the Company, the Company will pay an additional
fee of USD750 per quarter. Remuneration of Mr. Zakai will be reviewed by the parties in the event the Company completes an equity
raise of at least USD 3 Million. The agreement may be terminated by either party by a 60 days' prior written notice.
On March 16, 2017,
our subsidiary, Todos Medical Singapore Pte Ltd. entered into an employment agreement with Dr. Wee Yue Chew to serve as is managing
director of Todos Singapore. The board of directors of Todos Singapore supervises performance of Dr. Wee's duties under the agreement.
The agreement is effective for a term of three years, unless terminated earlier with six months’ notice, or shorter notice
in the event of special circumstances. Under the agreement, Dr. Wee is entitled to an annual performance bonus at the rate of four
percent of the net profit before tax of Todos Singapore if such profit in said year exceeds SGD3,000,000 (approximately USD 2,150,000).
Payment of the bonus is to be made within thirty days from approval of the financial statements. In addition, Dr. Wee received
fully vested warrants to purchase 1,000,000 ordinary shares of the Company, for an exercise price of $0.10 per share. Any warrants
unexercised by Dr. Wee expire on June 16, 2017.
Directors’ Service Contracts
Other than with respect to our directors
that are also executive officers, we do not have written agreements with any director providing for benefits upon the termination
of his employment with our company.
Todos Medical Ltd. 2015 Share Option
Plan
The Todos Medical Ltd. 2015 Share Option
Plan was adopted by the Board on December 3, 2015 (the “Option Plan”). The Option Plan generally permits the granting
of share options to our employees, directors or consultants. As of June 12, 2017, 2,172,034 options to purchase ordinary shares
have been granted under the Option Plan, 228,858 have been forfeited, and 4,056,824 ordinary shares were available for future option
grants under the Option Plan. As of June 12, 2017, 184,860 options have been exercised (103,428 by Mr. Zigdon, our CEO and 81,432
by Rachel Segev, a former employee). Ms. Segev had been granted 310,290 option shares. On April 4, 2017 Ms. Segev, exercised 81,432
vested options into ordinary shares. As of April 2017, Ms. Segev is no longer an employee of the Company. Upon Ms. Segev’s
employment terminating, she forfeited 228,858 option shares. Unless terminated earlier by the Board, the Option Plan will terminate
ten years from its date of adoption.
Our Board administers the Option Plan,
including (i) designating participants in the Option Plan; (ii) determining the terms and provisions of respective option
agreements, including the number of shares to be covered by each option, exercisability, transferability, and other terms and conditions
of the option; (iii) accelerating the right of an optionholder to exercise any previously granted option; (iv) determining
the fair market value of the shares; and (v) interpreting the provisions and supervising the administration of the Option
Plan. Our Board may amend or discontinue the Option Plan at any time, except that generally no amendment may impair the rights
of an optionholder without his or her written consent.
Share options granted to Israeli employees
under the Option Plan may be granted pursuant to the provisions of Section 102 of the Israeli Income Tax Ordinance. Any options
granted pursuant to such provision will be issued to a trustee and be held by the trustee for at least two years from the date
of grant of the options, as required under the Israeli tax ordinance.
Upon termination of employment or service
for any reason, other than for cause or death or disability, the optionholder may exercise his or her vested options within 90
days of the date of termination. If we terminate an optionholder’s employment or service for cause, all of the employee’s
options, whether vested or unvested, expire on the termination date. Upon termination of employment or service due to death or
disability, the optionholder or his or her estate may exercise his or her vested options within twelve months from the date of
death or disability. An option may not, however, be exercised after the option’s expiration date.
Options are non-transferable except in
the event of an optionholder’s death.
If we are party to a merger or consolidation,
outstanding options and shares acquired under the Option Plan will be subject to the agreement of merger or consolidation, which
will provide for one or more of the following: (i) the continuation of such options by us, (ii) the assumption of such
options by the surviving corporation or its parent, (iii) the substitution by the surviving corporation or its parent of new
options, (iv) the cancellation of the such options in exchange for payment equaling the market value of the shares subject
to the option less the exercise price, or (v) full exercisability of the option and full vesting of the shares subject to
the option.
In the event of any variation in our share
capital, including a share dividend, share split, combination or exchange of shares, recapitalization, or any other like event,
the number, class and kind of shares subject to the Option Plan and outstanding options, and the exercise prices of the options,
will be appropriately and equitably adjusted so as to maintain the proportionate number of shares without changing the aggregate
exercise price of the options.
On January 11, 2016, the Board approved
the issuance of share options to three employees at an exercise price of NIS 0.01 per share. The Board approved the granting of
1,241,163 options to Mr. Zigdon, 620,581 options to Dr. Zelig, and 310,290 options to Ms. Rachel Segev, another employee of the
Company at that time. Half of the options vest over a period of twenty-four months and half of the options vest upon the achievement
of certain milestones, all subject to continued employment by the Company and other terms of the Option Plan. As of June 12, 2017,
555,937 options under the Option Plan are vested and unexercised. On April 4, 2017 Ms. Segev, exercised 81,432 vested options into
ordinary shares. As of April 2017, Ms. Segev is no longer an employee of the Company. Upon Ms. Segev’s employment terminating,
she forfeited 228,858 option shares.
Indemnification Agreements with Directors
and Executive Officers
Please see disclosure under “—
Exculpation, Insurance and Indemnification of Directors and Officers.”
RELATED PARTY TRANSACTIONS
Other than the executive and director compensation
and indemnification and exculpation arrangements discussed in “Management,” and the transactions described below, we
have not entered into any transactions since January 1, 2012 to which we have been or are a party to and in which any of our directors,
executive officers or holders of more than 10% of our share capital, or any immediate family member of, or person sharing the household
with, any of these individuals or entities, had or will have a direct or indirect material interest.
Transactions with Related Persons
Although most of the transactions described
below took place prior to the 1:10 forward split that took place in February 2015 and prior to the second forward share split by
way of an issuance of bonus shares of 1:29 that took place in February 2015, the number of shares listed below reflects both forward
share splits.
Crow Technologies (a company in which Shmuel
Melman, one of our principal shareholders, and, from February 2, 2012 through June 3, 2015, one of the Company’s directors,
is one of the controlling shareholders) currently engages in plastics and electronics components manufacturing and the Company’s
products do not have any electronic parts. While the Company’s products do have plastic parts, these parts cost approximately
$0.10 per unit. We believe the exclusive right held by Crow Technologies is immaterial to the ultimate price for which we will
sell our products or even the overall cost of production of our products.
On January 29, 2012, 27,000,000 ordinary
shares were issued to Mr. Melman as conversion of a loan previously made by him to the Company. On such date, our shareholders
adopted a resolution to create a new class of shares – preferred shares and converted Mr. Zigdon's holdings in the Company
from ordinary shares to preferred shares.
Our previous articles of association provided
for anti-dilution rights to the holders of the preferred shares. Mr. Zigdon owned all of the Company’s issued preferred shares.
Under our previous articles of association, for every 100 ordinary shares issued by the Company, approximately 5.25 preferred shares
were issued to the holders of preferred shares. Following the adoption of our Amended Articles on March 16, 2017, none of our shareholders
have rights different from the rights of other shareholders and all of the preferred shares were converted into ordinary shares.
On October 7, 2014, David Wasserman became
a member of the Board in connection with D.P.H. Investments Ltd. (“DPH”) investing NIS 1,300,000 (approximately $350,000)
in the Company in a share purchase agreement (the “Share Purchase Agreement”). DPH received 8,280,000 ordinary shares
as a result of this investment. In addition, on October 7, 2014, another 720,000 ordinary shares were issued by the Company to
a trustee. Pursuant to an agreement between DPH and Adeline Holding Limited (“Adeline”) (an entity over whose shares
Yitzhak Ostrovitzky has sole voting and sole investment control), Mr. Melman, Mr. Zigdon, Dr. Zelig (all of whom are affiliates
of the Company), and Yehezkel Machlev, the trustee would have transferred these 720,000 ordinary shares, without further consideration
to the Company, to DPH if effectiveness of our registration statement on Form F-1 was not granted by the SEC prior to October 15,
2016. As the F-1 was declared effective in August 2016, the trustee transferred the 720,000 ordinary shares (without further consideration
to the Company) as follows: 295,776 shares to Adeline, 295,776 shares to Mr. Melman, 72,000 shares to Mr. Zigdon, 34,848 shares
to Yehezkel Machlev, and 21,600 shares to Dr. Zelig.
As of July 16, 2015 Mr. Wasserman is no
longer a member of the Board. DPH is an entity that has 18 shareholders none of whom own more than 17% of DPH. Mr. Wasserman is
one of the shareholders. Moshe Abramovitz, a member of the Board since February 27, 2016, is also a shareholder of DPH. At least
5 shareholders need to agree before any action with regard to these shares can be taken by DPH. Pursuant to this investment, DPH
had the right to appoint two members of the Board until the SEC declared our registration statement effective. Eliezer Marmarosh
and Judith Weingut were appointed to the Board as DPH’s representatives through February 27, 2016. Moshe Schlisser and Moshe
Abramovitz replaced them as DPH’s representatives to the Board on that same date. Under the Amended Articles, none of our
shareholders have rights different from the rights of other shareholders and DPH no longer has the right to appoint two members
of the Board. Messrs. Schlisser and Abramovitz remain Board members.
The Company issued 18,120,000 ordinary
shares to a trustee for a group of investors (including Mr. Wasserman and Mr. Ben Zion Chasid, members of the Board from April
28, 2015 through July 15, 2015) pursuant to the Share Purchase Agreement dated October 7, 2014, as amended in August 2015, for
an aggregate consideration of $150,000. As of December 31, 2015, the entire $150,000 had been paid to the Company and the trustee
had released the shares to the group of investors. The other investors were Ephraim Schlisser, Aaron Shpritzer, Abram Bancrot,
Yehuda Broiner, Aryeh LeBlanc, and Daniel Hirsch (along with Messrs. Wasserman and Chasid, collectively, the “Wasserman Group”).
The Wasserman Group had an agreement with Adeline, Mr. Melman, Mr. Zigdon, and Dr. Zelig (all of whom are affiliates of the Company),
as well as with Mr. Machlev, that if the SEC granted effectiveness to our registration statement on Form F-1 after October 15,
2016, the 18,120,000 shares would have been transferred to those four people and the one entity. As the F-1 was declared effective
in August 2016, the 18,120,000 ordinary shares remain owned by the Wasserman Group.
Moshe Schlisser (a director as of February
27, 2016) and Ephraim Schlisser (Moshe’s father and a member of the Wasserman Group) hold managerial positions with Iberica
Investments LLC (“Iberica”) and A.S. Iber Israel Ltd. (“Iber”). Iber was assigned its rights and obligations
from Iberica, which was a party to a 2015 consulting agreement with the Company pursuant to which Iberica agreed to provide assistance
with the Company’s fundraising. From January 1, 2015 through April 25, 2017, the Company has paid Iber and Iberica approximately
$153,366 pursuant to this consulting agreement.
Mr. S. Melman and Mr. Yitzhak Ostrovitzky
granted the Company loans in order to fund its ongoing operations. As of December 31, 2016, the principal amount of the loans collectively
amounted to NIS 2,308,098 (approximately $600,286). During 2016, the Company repaid the sum of NIS 90,000 (approximately USD 23,529)
out of the loans. The loans mature on December 31, 2019 and bear no interest. The loans are linked to the Israeli consumer price
index as of January 1, 2015. The loans may be prepaid by us from time to time according to our cash availability. These loans have
not been memorialized in a written document. Rather, the lenders were present during meetings of the Board at which the repayment
terms were approved and agreed to these repayment terms. Mr. Ostrovitzky is the father of a member of the Board, Alon Ostrovitzky.
Mr. Melman served as one of our directors until June 3, 2015.
On September 29, 2015 the Company made
a 60-day loan of $45,731 (180,000 NIS) to Mr. Yitzhak Ostrovitzky. Mr. Ostrovitzky agreed not to offset this loan against the long-term
loans that he has provided to the Company. As collateral for this loan, Mr. Ostrovitzky transferred 6,162,600 ordinary shares in
the Company held by Adeline to a trustee, who upon default was to return these shares to the Company or sell them to a third party,
the proceeds of which would repay to the Company this short-term loan. The loan was later extended to mature on December 24, 2015.
On the maturity date, Mr. Ostrovitzky repaid NIS 123,000 (approximately $31,250) and the trustee returned 4,211,110 ordinary shares
to Adeline. Pursuant to a separate agreement between Daniel Margalit and Mr. Ostrovitzky, on the maturity date, Mr. Margalit repaid,
on behalf of Mr. Ostrovitzky, NIS 57,000 (approximately $14,481) to the Company and the trustee transferred 1,951,490 ordinary
shares to Mr. Margalit. On June 5, 2016, Mr. Margalit returned the 1,951,490 shares to Adeline against receipt of NIS 57,000 pursuant
to a cancellation of the transfer of shares transaction previously entered into between them.
In December 2015 and during 2016, due to
the Company’s 2015 and 2016 sales of its ordinary shares pursuant to its private placement memorandum, Mr. Zigdon was issued
3,351,850 preferred shares in accordance with his anti-dilution rights as a holder of preferred shares. On March 16, 2017, all
preferred shares were converted into ordinary shares.
On January 11, 2016, the Board approved
the issuance of share options to three employees, including our CEO and CTO, at an exercise price of NIS 0.01 per share. The Board
approved the granting of 1,241,163 options (387,863 have vested as of April 25, 2017 out of which 103,428 vested options were exercised)
to Mr. Zigdon, our CEO and 620,581 options (193,931 have vested as of April 25, 2017) to Dr. Zelig, our CTO. Half of the options
vest over a period of twenty-four months, and half of the options vest upon the achievement of certain milestones and subject to
continued employment of the employees. All of the options expire by no later than January 11, 2021.
For details regarding the employment of
Dr. Wee as managing director of our subsidiary and issuance of warrants to Dr. Wee as well as details of employment agreements
with our other senior officers, please see Management under the caption "
Employment Agreements with Executive Officers
".
PRINCIPAL AND SELLING SHAREHOLDERS
The following table sets forth information
regarding beneficial ownership of our ordinary shares as of (i) immediately prior to this offering and (ii) as adjusted to give
effect to this offering, by:
|
·
|
each person, or group of affiliated persons, known to us to be the
beneficial owner of 5% or more of our outstanding shares (principal shareholders);
|
|
·
|
each person selling shares pursuant to the registration statement
of which this prospectus forms a part;
|
each of our directors and executive officers; and
|
·
|
all of our directors and executive officers as a group.
|
Beneficial ownership is determined in accordance
with the rules of the SEC. These rules generally attribute beneficial ownership of securities to persons who possess sole or shared
voting or investment power with respect to those securities, and include shares subject to options and warrants that are exercisable
within 60 days following June 12, 2017. The percentage of beneficial ownership of our ordinary shares before and after
the offering is based on 69,026,016 ordinary shares issued and outstanding as of June 12, 2017. For purposes of computing
the percentage of outstanding ordinary shares held by the two persons who currently hold employee option shares (Mr. Zigdon and
Dr. Zelig) any vested employee option shares are deemed to be owned by that employee, but are not deemed to be outstanding for
the purpose of computing the percentage ownership of any other person. For purposes of computing the percentage of outstanding
ordinary shares held by the warrant holders, any warrant shares are deemed to be owned by that employee, but are not deemed to
be outstanding for the purpose of computing the percentage ownership of any other person.
As of June 12, 2017, to the knowledge of
the Company’s management, there were 43 holders of record of our shares, of which six record holders who hold 7,161,327 shares,
or approximately 10.7% of our outstanding shares, had a registered address in the United States, twenty-five (25) holders had registered
addresses in Israel, and seven holders had registered addresses in Singapore. With the exception of the shares underlying
warrants, all ordinary shares offered through this prospectus have been issued to the selling shareholders and the consideration
has been received by the Company. Following the adoption of our Amended Articles on March 16, 2017, none of our shareholders have
voting rights different from the voting rights of other shareholders. To the knowledge of the Company’s management, we are
not owned or controlled, directly or indirectly, by another corporation or by any government. We are not aware of any arrangement
that may, at a subsequent date, result in a change of control of our company.
Except as indicated in the footnotes below,
we believe that the persons named in the table below have sole voting and investment power with respect to the ordinary shares
indicated in the table as being beneficially owned by them. Unless otherwise noted below, each shareholder’s address
is c/o Todos Medical Limited, 1 Hamada Street, Rehovot, Israel.
|
|
Ordinary Shares Beneficially
Owned
Prior to Offering
|
|
|
Shares Being
Sold
|
|
|
Ordinary Shares Beneficially
Owned
After the Offering (1)
|
|
|
|
Number
|
|
|
Percent
|
|
|
in the Offering
|
|
|
Number
|
|
|
Percent
|
|
Principal Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adeline Holding Limited (2) (3)
|
|
|
12,620,976
|
(4)
|
|
|
18.3
|
%
|
|
|
5,360,000
|
|
|
|
7,260,976
|
|
|
|
10.5
|
%
|
Melman, Shmuel (3) (5)
|
|
|
12,620,976
|
|
|
|
18.3
|
%
|
|
|
5,360,000
|
|
|
|
7,260,976
|
|
|
|
10.5
|
%
|
D.P.H. Investments Ltd. (6)
|
|
|
8,280,000
|
|
|
|
12.0
|
%
|
|
|
8,280,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Schlisser, Ephraim
|
|
|
5,021,327
|
(7)
|
|
|
7.3
|
%
|
|
|
5,021,327
|
|
|
|
0
|
|
|
|
0
|
%
|
Shpritzer, Aaron
|
|
|
3,861,857
|
|
|
|
5.6
|
%
|
|
|
3,861,857
|
|
|
|
0
|
|
|
|
0
|
%
|
Hasid, Ben Zion (8)
|
|
|
3,861,857
|
|
|
|
5.6
|
%
|
|
|
3,861,857
|
|
|
|
0
|
|
|
|
0
|
%
|
Wasserman, David (9)
|
|
|
3,558,858
|
|
|
|
5.2
|
%
|
|
|
3,558,858
|
|
|
|
0
|
|
|
|
0
|
%
|
Non-Principal Selling Shareholders
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Krohn, Avner
|
|
|
2,000,000
|
(10)
|
|
|
2.9
|
%
|
|
|
2,000,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Lim Kwee Lan
|
|
|
2,000,000
|
(11)
|
|
|
2.9
|
%
|
|
|
2,000,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Kattan, Morris Elie David Haim Michael
|
|
|
2,000,000
|
(10)
|
|
|
2.9
|
%
|
|
|
2,000,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Machlev, Yehezkel
|
|
|
1,484,448
|
|
|
|
2.2
|
%
|
|
|
1,484,448
|
|
|
|
0
|
|
|
|
0
|
%
|
Bancrot, Abram
|
|
|
1,287,286
|
|
|
|
1.9
|
%
|
|
|
1,287,286
|
|
|
|
0
|
|
|
|
0
|
%
|
Bel Har Investments Ltd. (12)
|
|
|
1,000,000
|
(10)
|
|
|
1.4
|
%
|
|
|
1,000,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Kirschenbaum, Seth
|
|
|
1,000,000
|
(10)
|
|
|
1.4
|
%
|
|
|
1,000,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Goh Mou Kit
|
|
|
1,000,000
|
(13)
|
|
|
1.4
|
%
|
|
|
1,000,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Loevinger, Eugene and Margaret
|
|
|
1,000,000
|
(10)
|
|
|
1.4
|
%
|
|
|
1,000,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Zieleniec Ethel
|
|
|
1,000,000
|
(10)
|
|
|
1.4
|
%
|
|
|
1,000,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Chidambaram, Murugesan
|
|
|
1,000,000
|
(14)
|
|
|
1.4
|
%
|
|
|
1,000,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Maxim Partners, LLC (15)
|
|
|
1,000,000
|
|
|
|
1.4
|
%
|
|
|
1,000,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Klikstein, Ruth
|
|
|
606,000
|
|
|
|
*
|
|
|
|
606,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Dee Em and Y Em Enterprises Inc. (16)
|
|
|
500,000
|
(10)
|
|
|
*
|
|
|
|
500,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Five In One PTE Ltd. (17)
|
|
|
500,000
|
(10)
|
|
|
*
|
|
|
|
500,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Goldfarb, Gary
|
|
|
500,000
|
(10)
|
|
|
*
|
|
|
|
500,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Bhardwaj, Rakesh Kumar
|
|
|
500,000
|
(18)
|
|
|
*
|
|
|
|
500,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Heong, Ang Chiap
|
|
|
500,000
|
(19)
|
|
|
*
|
|
|
|
500,000
|
|
|
|
0
|
|
|
|
0
|
%
|
How Leong Fong
|
|
|
400,000
|
(20)
|
|
|
*
|
|
|
|
400,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Segev, Rachel
|
|
|
86,494
|
(21)
|
|
|
*
|
|
|
|
86,494
|
(21)
|
|
|
0
|
|
|
|
0
|
%
|
Broiner, Yehuda
|
|
|
303,000
|
|
|
|
*
|
|
|
|
303,000
|
|
|
|
0
|
|
|
|
0
|
%
|
LeBlanc, Aryeh
|
|
|
155,815
|
|
|
|
*
|
|
|
|
155,815
|
|
|
|
0
|
|
|
|
0
|
%
|
Hirsch, Daniel
|
|
|
70,000
|
|
|
|
*
|
|
|
|
70,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Gavrielov, Shmuel
|
|
|
70,000
|
(10)
|
|
|
*
|
|
|
|
70,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Loewenthal, Rachel
|
|
|
50,200
|
(10)
|
|
|
*
|
|
|
|
50,200
|
|
|
|
0
|
|
|
|
0
|
%
|
Shachor, Netanel
|
|
|
50,000
|
(10)
|
|
|
*
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Shnur, Ester
|
|
|
50,000
|
(10)
|
|
|
*
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Wolfson, Hadassa
|
|
|
50,000
|
(10)
|
|
|
*
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Wolfson, Michal
|
|
|
50,000
|
(10)
|
|
|
*
|
|
|
|
50,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Sher, Avi (22)
|
|
|
10,000
|
(10)
|
|
|
*
|
|
|
|
10,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Zigdon, Amit (23)
|
|
|
2,000
|
(10)
|
|
|
*
|
|
|
|
2,000
|
|
|
|
0
|
|
|
|
0
|
%
|
Directors and Executive Officers
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Zigdon, Rami (24)
|
|
|
3,992,721
|
(25)
|
|
|
5.7
|
%
|
|
|
2,580,000
|
(26)
|
|
|
1,412,721
|
|
|
|
2.0
|
%
|
Zelig, Udi
|
|
|
1,204,652
|
(27)
|
|
|
1.7
|
%
|
|
|
1,020,000
|
(28)
|
|
|
184,652
|
|
|
|
*
|
|
Sher, Uri (29)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
%
|
Zakai, Shlomo (30)
|
|
|
0
|
|
|
|
0
|
%
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
%
|
Schlisser, Moshe
|
|
|
0
|
|
|
|
0
|
%
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
%
|
Deutsch, Asher
|
|
|
0
|
|
|
|
0
|
%
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
%
|
Ostrovitzky, Alon
|
|
|
0
|
|
|
|
0
|
%
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
%
|
Abramovitz, Moshe
|
|
|
0
|
|
|
|
0
|
%
|
|
|
0
|
|
|
|
0
|
|
|
|
0
|
%
|
(All directors and executive officers as a group – 8 persons)
|
|
|
5,546,452
|
|
|
|
7.4
|
%
|
|
|
3,600,000
|
|
|
|
1,946,452
|
|
|
|
2.0
|
%
|
|
*
|
Less
than 1% of our outstanding ordinary shares.
|
|
(1)
|
Assumes
that, upon the offering’s effectiveness, all warrant shares will be exercised and sold.
|
|
(2)
|
Mr.
Yitzhak Ostrovitzky, the father of a member of the Board, Alon Ostrovitzky, has sole voting and sole investment control of these
shares.
|
|
(3)
|
Affiliate
of the Company.
|
|
(4)
|
On
September 29, 2015 the Company made a 60-day loan of $45,731 (180,000 NIS) to Mr. Yitzhak Ostrovitzky. Mr. Ostrovitzky had agreed
not to offset this loan against the long-term loans that he has provided to the Company. As collateral for this loan, Mr. Ostrovitzky
transferred 6,162,600 ordinary shares in the Company held by Adeline to a trustee, who upon default was to return these shares
to the Company or sell them to a third party, the proceeds of which would repay to the Company this short-term loan. The loan
was later extended to mature on December 24, 2015. On the maturity date, Mr. Ostrovitzky repaid NIS 123,000 (approximately $31,250)
and the trustee returned 4,211,110 ordinary shares to Adeline. Pursuant to a separate agreement between Daniel Margalit and Mr.
Ostrovitzky, on the maturity date, Mr. Margalit repaid, on behalf of Mr. Ostrovitzky, NIS 57,000 (approximately $14,481) to the
Company and the trustee transferred 1,951,490 ordinary shares to Mr. Margalit. On June 5, 2016, Mr. Margalit returned the 1,951,490
shares to Adeline against receipt of NIS 57,000 pursuant to a cancellation of the transfer of shares transaction previously entered
into between them.
|
|
(5)
|
Shmuel
Melman was a member of the Board from February 2, 2012 to June 3, 2015
|
|
(6)
|
The
management does not consider DPH, despite holding more than 10% of the Company’s ordinary shares, to be an affiliate of
the Company because DPH is an entity that has 18 shareholders none of whom own more than 17% of DPH. Mr. Wasserman is one of the
shareholders. Moshe Abramovitz, a member of the Board since February 27, 2016, is also a shareholder of DPH. At least 5 shareholders
need to agree before any action with regard to these shares can be taken by DPH. Pursuant to this investment, DPH has the right
to appoint two members of the Board. Eliezer Marmarosh and Judith Weingut were appointed to the Board as DPH’s representatives
through February 27, 2016. Moshe Schlisser and Moshe Abramovitz replaced them as DPH’s representatives to the Board on that
same date. Since March 16, 2017 (when the Amended Articles were approved), none of our shareholders have rights different from
the rights of other shareholders and DPH no longer has the right to appoint two members of the Board. Messrs. Schlisser and Abramovitz
remain Board members.
|
|
(7)
|
In
February 2017, Mr. Schlisser sold 860,000 ordinary shares to an individual in a private transaction. Mr. Schlisser’s 4,161,327
shares are held in a brokerage account.
|
|
(8)
|
Mr.
Hasid was a member of the Board from April 28, 2015 through July 15, 2015.
|
|
(9)
|
Mr.
Wasserman was a member of the Board from October 7, 2014 through July 16, 2015.
|
|
(10)
|
Of
the amount listed, the shareholder has half in ordinary shares and half in shares underlying a warrant which is currently exercisable.
|
|
(11)
|
In
May 2017, Lim Kwee Lan exercised 250,000 warrant shares and currently holds 1,250,000 ordinary shares and 750,000 warrant shares.
|
|
(12)
|
Harry
Cooper has sole voting and sole investment control of these shares.
|
|
(13)
|
In
May 2017, Goh Mou Kit exercised 400,000 warrant shares and currently holds 900,000 ordinary shares and 100,000 warrant shares.
|
|
(14)
|
In
May 2017, Chidambaram Murugesan exercised 500,000 warrant shares and currently holds 1,000,000 ordinary shares and 0 warrant shares.
|
|
(15)
|
Michael
Rabinowitz has sole voting and sole investment control of these shares.
|
|
(16)
|
Joseph
Fried has sole voting and sole investment control of these shares.
|
|
(17)
|
There
are five directors and five shareholders of Five In One PTE. Each shareholder of Five In One PTE controls 20% of the entity. At
least three people need to agree to take voting and investment action with regard to these shares of the Company. The unanimous
decision of the Board can make decisions for Five In One PTE.
|
|
(18)
|
In
May 2017, Bhardwaj Rakesh Kumar exercised 250,000 warrant shares and currently holds 500,000 ordinary shares and 0 warrant shares.
|
|
(19)
|
In
May 2017, Ang Chiap Heong exercised 250,000 warrant shares and currently holds 500,000 ordinary shares and 0 warrant shares.
|
|
(20)
|
In
May 2017, How Leong Fong exercised 15,000 warrant shares and currently holds 215,000 ordinary shares and 185,000 warrant shares
|
|
(21)
|
Consists
of 83,963 ordinary shares and 2,531 warrant shares. All shares owned by Ms. Segev are being registered. Ms. Segev had been granted
310,290 option shares. On April 4, 2017 Ms. Segev, exercised 81,432 vested options into ordinary shares. As of April 2017, Ms.
Segev is no longer an employee of the Company. Upon Ms. Segev’s employment terminating, she forfeited 228,858 option shares.
|
|
(22)
|
Avi
Sher is the brother of our former CFO, Uri Sher.
|
|
(23)
|
Amit
Zigdon is the brother of our CEO, Rami Zigdon.
|
|
(24)
|
Mr.
Zigdon became a member of the Board on May 10, 2016.
|
|
(25)
|
Although
1,241,163 employee option shares were granted in January 2016 to Mr. Zigdon, this number is now 1,137,735 because he exercised
103,428 vested options on May 8, 2016. These 103,428 ordinary shares are currently held by ESOP Management & Trust Services
Ltd. for the benefit of Mr. Zigdon. As of June 12, 2017, 336,150 (28%) of these employee option shares have vested and are unexercised.
|
|
(26)
|
All
1,137,735 employee option shares are being registered as well as 1,442,265 ordinary shares.
|
|
(27)
|
Includes
5,775 shares underlying a warrant which is currently exercisable. Also includes 620,581 employee option shares granted in January
2016 to Dr. Zelig.
|
|
(28)
|
All
620,581 employee option shares are being registered as well as 5,775 warrant shares, and 393,644 ordinary shares. As of June 12,
2017, 219,787 (31%) of these employee option shares have vested and are unexercised.
|
|
(29)
|
Mr.
Sher was our CFO from August 2015 through January 2017.
|
|
(30)
|
Mr.
Zakai has been our CFO since January 2017.
|
DESCRIPTION OF SHARE CAPITAL
The following description of our share
capital and provisions of our Amended Articles is a summary. This summary is subject to the Israeli Companies Law and to the complete
text of our Amended Articles.
General
As of June 12, 2017, our authorized share
capital consists of 1,000,000,000 ordinary shares, par value NIS 0.01 per share, of which 69,026,016 shares are
issued and outstanding.
All of our outstanding ordinary shares
will be validly issued, fully paid and non-assessable. Pursuant to our Amended Articles, our ordinary shares are not
redeemable and will not have any preemptive rights.
Warrants
As of June 12, 2017, warrants to purchase
5,959,406 ordinary shares at an exercise price of $0.50 per share were outstanding. Each of these warrants was purchased between
March 2015 and June 2016 and has a termination date three years after purchase. All of the ordinary shares underlying these warrants
have registration rights and are currently scheduled to be registered in the registration statement of which this prospectus forms
a part. If any of the ordinary shares underlying these warrants are not registered, persons holding a combined 51% of the warrant
shares can demand registration of their warrant shares. After registration pursuant to these rights, these shares will become freely
tradable without restriction under the Securities Act. The warrants are classified as a liability because of provisions in such
warrants that allow for the net cash settlement of such warrants in the event of certain fundamental transactions, as defined in
the warrant agreement (some of which are not considered solely within the control of the Company). The warrants we issued as part
of our private placement had a price per share of $0.50. In April 2017, we offered our existing warrant holders the opportunity,
until May 22, 2017, to exercise their warrants at a price per share of $0.40. Six warrant holders exercised warrants for 1,665,000
Ordinary Shares for proceeds to the Company of $666,000.
Share History
On January 29, 2012 the Company issued
to an investor 27,000,000 ordinary shares, in exchange for the conversion of a $160,987 (NIS 600,000) loan.
Effective as at March 31, 2014, an investor
was to be issued 123,900 shares in exchange for $57,356 (200,000 NIS) received by the Company in February, 2014. As these shares
had not yet formally been issued by December 31, 2014, they were included in the shareholders’ deficit as “Receipts
on account of shares” and were taken into account for the calculation of loss per ordinary share.
The shares were issued on June 24, 2015.
Accordingly, the amount presented as “Receipts on account of shares” was allocated to “Shares” and “Additional
paid in capital” as applicable.
In October 2014, an investor invested NIS
1,300,000 (approximately $350,000) in the Company pursuant to the Share Purchase Agreement. The investor received 8,280,000 ordinary
shares as a result of this investment. In addition, on October 7, 2014, another 720,000 ordinary shares were issued by the Company
to a trustee. Pursuant to an agreement between the investor and Adeline Holding Limited (“Adeline”) (an entity over
whose shares Yitzhak Ostrovitzky has sole voting and sole investment control), Mr. Melman, Mr. Zigdon, Dr. Zelig (all of whom are
affiliates of the Company), and Yehezkel Machlev, the trustee would have transferred these 720,000 ordinary shares, without further
consideration to the Company, to the investor if effectiveness of our registration statement on Form F-1 was not granted by the
SEC prior to October 15, 2016. As the F-1 was declared effective in August 2016, the trustee transferred the 720,000 ordinary shares
(without further consideration to the Company) as follows: 295,776 shares to Adeline, 295,776 shares to Mr. Melman, 72,000 shares
to Mr. Zigdon, 34,848 shares to Yehezkel Machlev, and 21,600 shares to Dr. Zelig.
Mr. Wasserman was a member of the Board
from October 7, 2014 through July 16, 2015.
The Company issued 18,120,000 ordinary
shares to a trustee for a group of investors (including Mr. Wasserman and Mr. Ben Zion Hasid, a member of the Board from April
28, 2015 through July 15, 2015) pursuant to the Share Purchase Agreement dated October 7, 2014, as amended in August 2015, for
an aggregate consideration of $150,000. As of December 31, 2015, the entire $150,000 had been paid to the Company and the trustee
has released the shares to the group of investors.
On December 30, 2014 the Company signed
a share purchase agreement with an investor for $50,000 in exchange for 606,000 ordinary shares.
From March 2015 through May 2015, the Company
raised the gross amount of $500,000 through its private placement memorandum, issuing 2,500,000 units to six investors. In August
2015, the Company raised the gross amount of $100,000 through its private placement memorandum, issuing 500,000 units to one investor.
In December 2015 and January 2016, the Company raised the gross amount of $377,881.20 through its private placement memorandum,
issuing 1,889,406 units to twelve investors. In March 2016, the Company raised the gross amount of $100,000 through its private
placement memorandum, issuing 500,000 units to a single investor. In May and June 2016, the Company raised the gross amount of
$447,000 through its private placement memorandum, issuing 2,235,000 units to six non-U.S. investors. Each unit consists of one
ordinary share in addition to a warrant for one ordinary share exercisable for three years at a $0.50 price. All of the ordinary
shares underlying these warrants have registration rights and are currently scheduled to be registered in the registration statement
of which this prospectus forms a part. If any of the ordinary shares underlying these warrants are not registered, persons holding
a combined 51% of the warrant shares can demand registration of their warrant shares.
In June 2015 the Company approved the issuance
of 1,000,000 ordinary shares to Maxim Partners, LLC pursuant to an agreement entered with Maxim in April 2015 engaging Maxim to
provide financial advisory and investment banking services to the Company. Maxim is entitled to unlimited piggyback registration
rights.
In December 2015, and during 2016, due
to the Company’s 2015 and 2016 sales of its ordinary shares pursuant to its private placement memorandum, Mr. Zigdon was
issued a total of 333,471 preferred shares in accordance with his anti-dilution rights as a holder of preferred shares. In
total, during 2015 and 2016, Mr. Zigdon was issued 333,471 preferred shares in accordance with his anti-dilution rights as a holder
of preferred shares. On March 16, 2017, all preferred shares held by Mr. Zigdon were converted into ordinary shares on a 1:1 basis.
On May 25, 2017 we issued 18,379 ordinary shares to Mr. Zigdon in accordance with his anti-dilution rights due to the issuance
of 350,000 shares to a consultant.
On January 11, 2016, the Board approved
the issuance of share options to three employees at an exercise price of NIS 0.01 per share. The Board approved the granting of
1,241,163 options (155,142 have vested as of July 26, 2016) to Mr. Zigdon, 620,581 options (77,568 have vested as of July 26, 2016)
to Dr. Zelig, and 310,290 options (38,784 have vested as of July 26, 2016) to Ms. Rachel Segev, another employee of the Company
at the time. Half of the options vest over a period of twenty-four months and half of the options vest upon the achievement of
certain milestones, subject to continued employment with the Company. Although, as of July 26, 2016, 271,494 (12.5%) of these 2,172,034
options have vested, only 168,066 are currently available because, on May 8, 2016, Mr. Zigdon exercised 103,428 vested options
into ordinary shares, which ordinary shares are currently held by ESOP Management & Trust Services Ltd. for the benefit of
Mr. Zigdon. All of the options expire by no later than January 11, 2021. On April 4, 2017 Ms. Segev, exercised 81,432 vested options
into ordinary shares. As of April 2017, Ms. Segev is no longer an employee of the Company. Upon Ms. Segev’s employment terminating,
she forfeited 228,858 option shares.
On April 4, 2017 we issued 350,000 ordinary
shares to PCG Advisory Group (“PCG”) pursuant to our Consulting Service Agreement with PCG.
On April 4, 2017 Rachel Segev, a former
employee of the Company, exercised 81,432 vested options into ordinary shares. All other options granted to Rachel Segev under
the Option Plan were forfeited.
The warrants we issued as part of our private
placement had a price per share of $0.50. In April 2017, we offered our existing warrant holders the opportunity, until May 22,
2017, to exercise their warrants at a price per share of $0.40. Six warrant holders exercised warrants for 1,665,000 Ordinary Shares
for proceeds to the Company of $666,000.
On January 17, 2017, we granted Dr. Schmitt
warrants to purchase 620,521 ordinary shares at an exercise price of NIS 0.01 per share to Dr. Jürgen Schmitt a member of
our advisory board. As of June 12, 2017, 439,536 warrants are vested and the remaining warrants vest with 25,855 warrants vesting
each calendar month. The warrants granted to Dr. Schmitt are in exchange for consultancy services performed for the Company under
a consulting agreement dated October 18, 2016. The agreement is for a term of two years, with such term to be automatically extended
for further terms of one year each, terminable by either party by a thirty days’ prior written notice, except for earlier
termination under certain circumstances as detailed in the agreement
On March 16, 2017, our subsidiary,
Todos Medical Singapore Pte Ltd. entered into an employment agreement with Dr. Wee Yue Chew to serve as is managing director of
Todos Singapore. Under the agreement, Dr. Wee received fully vested warrants to purchase 1,000,000 ordinary shares of the Company,
for an exercise price of $0.10 per share. Any warrants unexercised by Dr. Wee expire on June 16, 2017.
Registration Number and Purposes
of the Company
Our registration number with the Israeli
Registrar of Companies is 51-443712-8. Our purpose as set forth in our Amended Articles is to engage in any lawful activity. Our
Articles state that the liability of our shareholders is limited, subject to the provisions of the Israeli Companies Law.
Transfer of Shares
Our fully paid ordinary shares are issued
in registered form and may be freely transferred under our Amended Articles, unless the transfer is restricted or prohibited by
another instrument, applicable law or the rules of a stock exchange on which the shares are listed for trade. The ownership or
voting of our ordinary shares by non-residents of Israel is not restricted in any way by our Amended Articles or the laws of the
State of Israel, except for ownership by nationals of some countries that are, or have been, in a state of war with Israel.
Election of Directors
Our ordinary shares do not have cumulative
voting rights for the election of directors. As a result, the holders of a majority of the voting power represented at a shareholders
meeting have the power to elect all of our directors, subject to the special approval requirements for external directors described
under “Management — Board Practices — External Directors.”
Under our Amended Articles, our Board must
consist of at least three directors but no more than seven directors, in addition to two external directors as required by the
Israeli Companies Law. Pursuant to our Amended Articles, other than the external directors, for whom special election requirements
apply under the Israeli Companies Law, each of our directors will be appointed by a simple majority vote of holders of our voting
shares, participating and voting at an annual general meeting of our shareholders. Each director (other than external directors)
will hold office until the next annual general meeting following the annual general meeting at which they were elected and until
his or her successor is elected and qualified, or until the occurrence of certain events, in accordance with the Israeli Companies
Law and our Amended Articles, including his or her earlier resignation, death or removal by a vote of the majority of the voting
power of our shareholders at a general meeting of until his or her office expires by operation of law. In addition, our Amended
Articles allow our Board to appoint directors (other than external directors) to fill vacancies on the Board to serve for a term
of office equal to the remaining period of the term of office of the directors(s) whose office(s) have been vacated. External directors
are elected for an initial term of three years, may be elected for additional terms of three years each under certain circumstances,
and may be removed from office pursuant to the terms of the Israeli Companies Law. See “Management — Board Practices
— External Directors.”
Dividend and Liquidation Rights
We may declare a dividend to be paid to
the holders of our ordinary shares in proportion to their respective shareholdings. Under the Israeli Companies Law, dividend distributions
are determined by the board of directors and do not require the approval of the shareholders of a company unless the company’s
articles of association provide otherwise. Our Amended Articles do not require shareholder approval of a dividend distribution
and provide that dividend distributions may be determined by our board of directors.
Pursuant to the Israeli Companies Law,
we may declare and pay dividends only if, upon the determination of our board of directors, there is no reasonable concern that
the distribution will prevent us from being able to meet the terms of our existing and foreseeable obligations as they become due.
Under the Israeli Companies Law, the distribution amount is further limited to the greater of retained earnings or earnings generated
over the two most recent years legally available for distribution according to our then last reviewed or audited financial statements,
provided that the date of the financial statements is not more than six months prior to the date of distribution. In the event
that we do not have retained earnings or earnings generated over the two most recent years legally available for distribution,
we must seek the approval of the court in order to distribute a dividend. The court may approve our request if it is convinced
that there is no reasonable concern that the payment of a dividend will prevent us from satisfying our existing and foreseeable
obligations as they become due.
In the event of our liquidation, after
satisfaction of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares in proportion to
the nominal value of their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of
preferential dividend or distribution rights to the holders of a class of shares with preferential rights that may be authorized
in the future.
Exchange Controls
There are currently no Israeli currency
control restrictions on payments of dividends or other distributions with respect to our ordinary shares or the proceeds from the
sale of the shares, except for the obligation of Israeli residents to file reports with the Bank of Israel regarding certain transactions.
However, legislation remains in effect pursuant to which currency controls can be imposed by administrative action at any time.
The ownership or voting of our ordinary shares by non-residents of Israel, except with respect to citizens of countries that are
in a state of war with Israel, is not restricted in any way by our Amended Articles or by the laws of the State of Israel.
Shareholder Meetings
Under Israeli law, we are required to hold
an annual general meeting of our shareholders once every calendar year that must be held no later than 15 months after the date
of the previous annual general meeting. All meetings other than the annual general meeting of shareholders are referred to in our
Amended Articles as special general meetings. Our board of directors may call special general meetings whenever it sees fit, at
such time and place, within or outside of Israel, as it may determine. In addition, the Israeli Companies Law provides that our
board of directors is required to convene a special general meeting upon the written request of (i) any two of our directors or
one-quarter of the serving members of our board of directors; or (ii) one or more shareholders holding, in the aggregate, either
(a) 5% or more of our outstanding shares and 1% of our outstanding voting power or (b) 5% or more of our outstanding voting power.
Furthermore, the Israeli Companies Law
requires that resolutions regarding the following matters be approved by our shareholders at a general meeting:
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amendments to our articles of association;
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appointment, terms of service and termination
of service of our auditors;
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appointment of external directors;
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approval of certain related party transactions;
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increases or reductions of our authorized
share capital;
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the exercise of our board of director’s
powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is
essential for our proper management.
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Subject to the provisions of the Israeli
Companies Law and regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are the
shareholders of record on a date to be decided by the board of directors, which, as a company listed on an exchange outside Israel,
may be between four and 40 days prior to the date of the meeting.
The Israeli Companies Law requires that
a notice of any annual general meeting or special general meeting be provided to shareholders at least 21 days prior to the meeting
and if the agenda of the meeting includes, among other things, the appointment or removal of directors, the approval of transactions
with office holders or interested or related parties, an approval of a merger or the approval of the compensation policy, notice
must be provided at least 35 days prior to the meeting.
Under the Israeli Companies Law, our shareholders
are not permitted to take action via written consent in lieu of a meeting.
Voting Rights
Quorum Requirements
Pursuant to our Amended Articles, holders
of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote before the shareholders at
a general meeting. The quorum required for general meetings of our shareholders is at least two shareholders present in person,
by proxy or written ballot, who hold or represent between them at least 25% of the total outstanding voting rights (or if a higher
percentage is required by law, such higher percentage), within half an hour of the time fixed for the commencement of the meeting.
A meeting adjourned for lack of a quorum is adjourned either to the same day in the following week at the same time and place or
to such day, time and place as specified in the notice of the meeting or to such day, time and place as the chairman of the general
meeting shall determine. At the reconvened meeting, at least two shareholders present in person or by proxy shall constitute a
lawful quorum, unless the meeting of shareholders was convened at the demand of shareholders, in which case, the quorum shall be
the presence of one or more shareholders holding at least 5% of our issued share capital and at least one percent of the voting
power of our shares, or one or more shareholders with at least 5% of the voting power of our shares.
Vote Requirements
Our Amended Articles provide that all resolutions
of our shareholders require a simple majority vote, unless otherwise required by the Israeli Companies Law or by our Amended Articles.
Under the Israeli Companies Law, certain actions require a special majority, including: (i) appointment of external directors,
requiring the approval described above under “Management — Board Practices — External Directors”; (ii)
approval of an extraordinary transaction with a controlling shareholder or in which the controlling shareholder has a personal
interest and the terms of employment or other engagement of the controlling shareholder or a relative of the controlling shareholder
(even if not extraordinary), requiring the approval described above under “Management —Approval of Related Party Transactions
under Israeli Law — Disclosure of Personal Interests of Controlling Shareholders and Approval of Certain Transactions”;
(iii) approval of a compensation policy, requiring the approval described under “Management — Board Practices —
Compensation Committee and Compensation Policy”; and (iv) approval of executive officer compensation inconsistent with our
office holder compensation policy or the compensation of our chief executive officer (subject to limited exceptions), requiring
the approval described above under “Management— Approval of Related Party Transactions under Israeli Law— Disclosure
of Personal Interests of an Office Holder and Approval of Certain Transactions.”
In addition, under the Israeli Companies
Law the authorization of the chairman of the board to assume the role or responsibilities of the chief executive officer, or the
authorization of the chief executive officer or his or her relative thereof to assume the role or responsibilities of the chairman
of the board, for periods of no longer than three years each, is subject to receipt of the approval of a majority of the shares
voting on the matter, provided that either (i) included in such majority are at least two-thirds of the shares of shareholders
who are non-controlling shareholders and shareholders who do not have a personal interest in the resolution that are voted at the
meeting on the matter (excluding any abstentions); or (ii) the total number of shares of shareholders specified in clause (i) who
voted against the resolution does not 2% of the voting rights in the company.
Another exception to the simple majority
vote requirement is a resolution for the voluntary winding up, or an approval of a scheme of arrangement or reorganization, of
the company pursuant to Section 350 of the Israeli Companies Law, which requires the approval of holders of 75% of the voting rights
represented at the meeting and voting on the resolution.
Access to Corporate Records
Under the Israeli Companies Law, shareholders
are provided access to: minutes of the general meetings of our shareholders; our shareholders register and principal shareholders
register, articles of association and financial statements; and any document that we are required by law to file publicly with
the Israeli Companies Registrar or the Israel Securities Authority. In addition, shareholders may request to be provided with any
document in the company’s possession related to an action or transaction requiring shareholder approval under the related
party transaction provisions of the Israeli Companies Law. We may deny this request if we believe it has not been made in good
faith or if such denial is necessary to protect our interest or protect a trade secret or patent.
Modification of Class Rights
Under the Israeli Companies Law and our
Amended Articles, the rights attached to any class of shares, such as voting, liquidation and dividend rights, may be modified
or cancelled by adoption of a resolution by the holders of a majority of all shares as one class, without any required separate
resolution of any class of shares, or otherwise in accordance with the rights attached to such class of shares, as set forth in
our Amended Articles.
Registration Rights
For a discussion of registration rights
we have granted to our existing shareholders prior to this offering, please see “Description of Share Capital — Warrants.”
Acquisitions under Israeli Law
Full Tender Offer
A person wishing to acquire shares of an
Israeli public company, and who would as a result hold over 90% of the target company’s issued and outstanding share capital,
is required by the Israeli Companies Law to make a tender offer to all of the company’s shareholders for the purchase of
all of the issued and outstanding shares of the company. A person wishing to acquire shares of an Israeli public company, and who
would as a result hold over 90% of the issued and outstanding share capital of a certain class of shares of the company, is required
to make a tender offer to all of the shareholders who hold shares of the relevant class for the purchase of all of the issued and
outstanding shares of that class. If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding
share capital of the company or of the applicable class, and more than half of the shareholders who do not have a personal interest
in the offer accept the offer, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation
of law. However, a tender offer will also be accepted if the shareholders who do not accept the offer hold less than 2% of the
issued and outstanding share capital of the company or of the applicable class of shares.
Upon a successful completion of such a
full tender offer, any shareholder that was an offeree in such tender offer, whether such shareholder accepted the tender offer
or not, may, within six months from the date of acceptance of the tender offer, petition an Israeli court to determine whether
the tender offer was for less than fair value and that the fair value should be paid as determined by the court. However, under
certain conditions, the offeror may include in the terms of the tender offer that an offeree who accepted the offer will not be
entitled to petition the Israeli court as described above.
If (a) the shareholders who did not respond
or accept the tender offer hold at least 5% of the issued and outstanding share capital of the company, or of the applicable class,
or the shareholders who accept the offer constitute less than a majority of the offerees that do not have a personal interest in
the acceptance of the tender offer, or (b) the shareholders who did not accept the tender offer hold 2% or more of the issued and
outstanding share capital of the company (or of the applicable class), the acquirer may not acquire shares of the company that
will increase its holdings to more than 90% of the company’s issued and outstanding share capital or of the applicable class
from shareholders who accepted the tender offer.
Special Tender Offer
The Israeli Companies Law provides that
an acquisition of shares of an Israeli public company must be made by means of a special tender offer if as a result of the acquisition
the purchaser would become a holder of 25% or more of the voting rights in the company, if there is no other shareholder that holds
25% or more of the voting rights in the company, subject to exceptions. Similarly, the Israeli Companies Law provides that an acquisition
of shares in an Israeli public company must be made by means of a special tender offer if as a result of the acquisition the purchaser
would become a holder of more than 45% of the voting rights in the company, if there is no other shareholder of the company who
holds more than 45% of the voting rights in the company, subject to certain exceptions. No tender offer is required if the acquisition
of shares: (i) occurs in the context of a private placement, that was approved by the company’s shareholders and whose purpose
is to give the acquirer at least 25% of the voting rights in the company if there is no person who holds 25% or more of the voting
rights in the company, or as a private placement whose purpose is to give the acquirer 45% of the voting rights in the company,
if there is no person who holds 45% of the voting rights in the company; (ii) was from a holder of 25% or more of the voting rights
in the company following which the purchaser will hold 25% or more of the voting rights in the company; or (iii) was from a holder
of more than 45% of the voting rights in the company following which the purchaser will hold more than 45% of the voting rights
in the company.
A special tender offer must be extended
to all shareholders of a company but the offeror is not required to purchase shares representing more than 5% of the voting power
attached to the company’s outstanding shares, regardless of how many shares are tendered by shareholders. A special tender
offer may be consummated only if (i) at least 5% of the voting power attached to the company’s outstanding shares will be
acquired by the offeror; and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected
to the offer (excluding the purchaser, its controlling shareholders, holders of 25% or more of the voting rights in the company
or any person having a personal interest in the acceptance of the tender offer, or anyone on their behalf, including any such person’s
relatives and entities under their control). If a special tender offer is accepted, then the purchaser or any person or entity
controlling it, at the time of the offer, and any person or entity under common control with the purchaser or such controlling
person or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into
a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity
undertook to effect such an offer or merger in the initial special tender offer.
Merger
The Israeli Companies Law permits merger
transactions if approved by each party’s board of directors and, unless certain requirements described under the Israeli
Companies Law are met, by a majority vote of each party’s shares, and, in the case of the target company, a majority vote
of each class of its shares, voted on the proposed merger at a shareholders meeting. The board of directors of a merging company
may not approve the merger if it determines that there exists a reasonable concern that, as a result of the merger, the surviving
company will be unable to satisfy the obligations of the merging entities.
For purposes of the shareholder vote of
a merging company whose shares are held by the other merging company or a person or entity holding 25% or more of any of the means
of control of the other merging entity, unless a court rules otherwise, the merger will not be deemed approved if a majority of
the votes of shares voting on the matter at the shareholders meeting (excluding abstentions) that are held by parties other than
the other party to the merger, or by any other person or entity who holds 25% or more of the voting rights or the right to appoint
25% or more of the directors of the other party, or any one on their behalf including their relatives or corporations controlled
by any of them, vote against the merger. If, however, the merger involves a merger with a company’s own controlling shareholder
or if the controlling shareholder has a personal interest in the merger, then the merger is instead subject to the same Special
Majority approval that governs all extraordinary transactions with controlling shareholders (as described under “Management
— Approval of Related Party Transactions under Israeli Law — Disclosure of Personal Interests of Controlling Shareholders
and Approval of Certain Transactions”).
If the transaction would have been approved
by the shareholders of a merging company but for the separate approval of each class or the exclusion of the votes of certain shareholders
as provided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company,
if the court holds that the merger is fair and reasonable, taking into account the valuation of the merging companies and the consideration
offered to the shareholders.
Upon the request of a creditor of either
party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern
that, as a result of the merger, the surviving company will be unable to satisfy the obligations of the merging entities, and may
further give instructions to secure the rights of creditors.
In addition, a merger may not be consummated
unless at least 50 days have passed from the date on which a proposal for approval of the merger was filed by each party with the
Israeli Registrar of Companies and at least 30 days have passed from the date on which the merger was approved by the shareholders
of each party.
Anti-Takeover Measures under Israeli
Law
The Israeli Companies Law allow us to create
and issue shares having rights different from those attached to our ordinary shares, including shares providing certain preferred
rights with respect to voting, distributions or other matters and shares having preemptive rights. In the future, if we do authorize,
create and issue a specific class of preferred shares, such class of shares, depending on the specific rights that may be attached
to it, may have the ability to frustrate or prevent a takeover or otherwise prevent our shareholders from realizing a potential
premium over the market value of their ordinary shares. The authorization and designation of a class of preferred shares will require
an amendment to our Amended Articles, which requires the prior approval of the holders of a majority of the voting power attached
to our issued and outstanding shares at a general meeting. The convening of the meeting, the shareholders entitled to participate
and the majority vote required to be obtained at such a meeting will be subject to the requirements set forth in the Israeli Companies
Law and our articles of association as described above in “— Voting Rights.”
Borrowing Powers
Pursuant to the Israeli Companies Law and
our Amended Articles, our board of directors may exercise all powers and take all actions that are not required under law or under
our Amended Articles to be exercised or taken by our shareholders, including the power to borrow money for company purposes.
Changes in Capital
Our amended articles of association enable
us to increase or reduce our share capital. Any such changes are subject to the provisions of the Israeli Companies Law and must
be approved by a resolution duly passed by our shareholders at a general meeting by voting on such change in the capital. In addition,
transactions that have the effect of reducing capital, such as the declaration and payment of dividends in the absence of sufficient
retained earnings or profits, require the approval of both our board of directors and an Israeli court.
Transfer Agent and Registrar
VStock Transfer, LLC, 18 Lafayette Place,
Woodmere, NY 11598, phone number: 212-828-8436, and fax number: 646-536-3179.
Admission to Quotation on the OTCQB
marketplace of OTC Link
Since March 7, 2017, our ordinary shares
have been quoted on the OTCQB under the symbol “TOMDF.” There has not yet been any trading in the ordinary shares on
the OTCQB. Prior to March 7, 2017, there was no public trading market for our ordinary shares.
The OTCQB marketplace of OTC Link differs
from national and regional stock exchanges in that it
(1) is not situated in a single location
but operates through communication of bids, offers and confirmations between broker-dealers, and
(2) securities admitted to quotation are
offered by one or more broker-dealers rather than the “specialist” common to stock exchanges.
SHARES ELIGIBLE FOR FUTURE SALE
Rule 144
In general, under Rule 144 as currently
in effect, once we have been subject to public company reporting requirements for at least 90 days, a person who is not deemed
to have been one of our affiliates for purposes of the Securities Act at any time during the 90 days preceding a sale and who has
beneficially owned the shares proposed to be sold for at least six months, including the holding period of any prior owner other
than our affiliates, is entitled to sell those shares without complying with the manner of sale, volume limitation or notice provisions
of Rule 144, subject to compliance with the public information requirements of Rule 144. If such a person has beneficially owned
the shares proposed to be sold for at least one year, including the holding period of any prior owner other than our affiliates,
then that person would be entitled to sell those shares without complying with any of the requirements of Rule 144.
In general, under Rule 144, as currently
in effect, our affiliates or persons selling shares on behalf of our affiliates are entitled to sell, within any three-month period,
a number of shares that does not exceed the greater of:
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1% of the number of ordinary shares then
outstanding, which will equal approximately 767,437 shares immediately after this offering; or
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the average weekly trading volume of our
ordinary shares during the four calendar weeks preceding the filing of a notice on Form 144 with respect to that sale.
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Sales under Rule 144 by our affiliates
or persons selling shares on behalf of our affiliates are also subject to certain manner of sale provisions and notice requirements
and to the availability of current public information about us.
Registration Rights
For a discussion of registration rights
we have granted to our existing shareholders prior to this offering, please see “Description of Share Capital — Warrants.”
TAXATION
The following description is not intended
to constitute a complete analysis of all tax consequences relating to the ownership and disposition of our ordinary shares. You
should consult your own tax advisor concerning the tax consequences of your particular situation, as well as any tax consequences
that may arise under the laws of any state, local, foreign or other taxing jurisdiction.
Israeli Tax Considerations
The following is a brief summary of the
material Israeli tax laws applicable to us, and certain Israeli Government programs that benefit us. This section also contains
a discussion of material Israeli tax consequences concerning the ownership and disposition of our ordinary shares purchased by
investors in this offering. This summary does not discuss all the aspects of Israeli tax law that may be relevant to a particular
investor in light of his or her personal investment circumstances or to some types of investors subject to special treatment under
Israeli law. Examples of such investors include residents of Israel or traders in securities who are subject to special tax regimes
not covered in this discussion. Because parts of this discussion are based on new tax legislation that has not yet been subject
to judicial or administrative interpretation, we cannot assure you that the appropriate tax authorities or the courts will accept
the views expressed in this discussion. The discussion below is subject to change, including due to amendments under Israeli law
or changes to the applicable judicial or administrative interpretations of Israeli law, which change could affect the tax consequences
described below.
General Corporate Tax Structure in
Israel
Israeli companies are generally subject
to corporate tax. As of January 2016, the corporate tax rate was 25%. As of January 1, 2017, the corporate tax rate was reduced
to 24% and as of January 1, 2018, the corporate tax rate should be further reduced to 23%. Capital gains derived by an Israeli
company are generally subject to the prevailing corporate tax rate.
Taxation of our Shareholders
Capital Gains Taxes Applicable to Non-Israeli
Resident Shareholders
. In general, under Israeli tax law, a non-Israeli resident who derives capital gains from the sale of
shares in an Israeli resident company will be exempt from Israeli tax so long as the shares were not held through a permanent establishment
that the non-resident maintains in Israel. However, non-Israeli corporations will not be entitled to the foregoing exemption if
Israeli residents: (i) have a controlling interest of more than 25% in such non-Israeli corporation, whether directly or indirectly,
by themselves or with others or (ii) are the beneficiaries of, or are entitled to, 25% or more of the revenues or profits of such
non-Israeli corporation, whether directly or indirectly.
Additionally, a sale of securities by a
non-Israeli resident may be exempt from Israeli capital gains tax under the provisions of an applicable tax treaty. For example,
under Convention Between the Government of the United States of America and the Government of the State of Israel with respect
to Taxes on Income, as amended (the “United States-Israel Tax Treaty), the sale, exchange or other disposition of shares
by a shareholder who is a United States resident (for purposes of the treaty) holding the shares as a capital asset and is entitled
to claim the benefits afforded to such a resident by the U.S.- Israel Tax Treaty (a “Treaty U.S. Resident”) is generally
exempt from Israeli capital gains tax unless: (i) the capital gain arising from such sale, exchange or disposition is attributed
to real estate located in Israel; (ii) the capital gain arising from such sale, exchange or disposition is attributed to royalties;
(iii) the capital gain arising from the such sale, exchange or disposition of Business profits as industrial or commercial profits
attributed to a permanent establishment in Israel, under certain terms; (iv) such Treaty U.S. Resident holds, directly or indirectly,
shares representing 10% or more of the voting capital during any part of the 12-month period preceding the disposition, subject
to certain conditions; or (v) such Treaty U.S. Resident is an individual and was present in Israel for 183 days or more during
the relevant taxable year.
In some instances where our shareholders
may be liable for Israeli tax on the sale of their ordinary shares, the payment of the consideration may be subject to the withholding
of Israeli tax at source. Shareholders may be required to demonstrate in advance that they are exempt from tax on their capital
gains in order to avoid withholding at source at the time of sale.
Taxation of Non-Israeli Shareholders
on Receipt of Dividends
. Non-Israeli residents are generally subject to Israeli income tax on the receipt of dividends paid
on our Ordinary Shares at the rate of 25% (in 2017), which tax will be withheld at source, unless relief is provided in a treaty
between Israel and the shareholder’s country of residence. With respect to a person who is a “substantial shareholder”
at the time of receiving the dividend or on any time during the preceding twelve months, the applicable tax rate would be 30% (in
2017). A “substantial shareholder” is generally a person who alone or together with such person’s relative or
another person who collaborates with such person on a permanent basis, holds, directly or indirectly, at least 10% of any of the
“means of control” of the corporation. “Means of control” generally include the right to vote, receive
profits, nominate a director or an executive officer, receive assets upon liquidation, or order someone who holds any of the aforesaid
rights how to act, regardless of the source of such right. In addition, an individual would be subject to an "Additional Tax"
of 3% on his income exceeding NIS 640,000 (in 2017).
Surtax
Subject to the provisions of an applicable
tax treaty, individuals who are subject to tax in Israel are also subject to an additional tax at a rate of 2% on annual income
(including, but not limited to, dividends, interest and capital gain) exceeding NIS 803,520 for 2016, which amount is linked to
the annual change in the Israeli consumer price index.
Estate and Gift Tax
Israeli law presently does not impose estate
or gift taxes.
U.S. Federal Income Taxation
General
The following is a general summary of certain
material U.S. federal income tax consequences relating to the purchase, ownership and disposition of our Ordinary Shares by U.S.
Holders (as defined below). This summary is based on the Internal Revenue Code (the “Code”), the regulations of the
U.S. Department of the Treasury issued pursuant to the Code (the “Treasury Regulations”), the income tax treaty between
the United States and Israel (the “U.S.-Israel Tax Treaty”), and administrative and judicial interpretations thereof,
all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect, or to different interpretation.
No ruling has been sought from the Internal Revenue Service (the “IRS”) with respect to any U.S. federal income tax
consequences described below, and there can be no assurance that the IRS or a court will not take a contrary position. This summary
is no substitute for consultation by prospective investors with their own tax advisors and does not constitute tax advice. This
summary does not address all of the tax considerations that may be relevant to specific U.S. Holders in light of their particular
circumstances or to U.S. Holders subject to special treatment under U.S. federal income tax law (including, without limitation,
banks, insurance companies, tax-exempt entities, retirement plans, regulated investment companies, partnerships, dealers in securities,
brokers, real estate investment trusts, certain former citizens or residents of the United States, persons who acquire our Ordinary
Shares as part of a straddle, hedge, conversion transaction or other integrated investment, persons who acquire our Ordinary Shares
through the exercise or cancellation of employee stock options or otherwise as compensation for their services, persons that have
a “functional currency” other than the U.S. dollar, persons that own (or are deemed to own, indirectly, or by attribution)
10% or more of our shares, or persons that mark their securities to market for U.S. federal income tax purposes). This summary
does not address any U.S. state or local or non-U.S. tax considerations, any U.S. federal estate, gift or alternative minimum tax
considerations, or any U.S. federal tax consequences other than U.S. federal income tax consequences.
As used in this summary, the term “U.S.
Holder” means a beneficial owner of our Ordinary Shares that is, for U.S. federal income tax purposes, (i) an individual
citizen or resident of the United States, (ii) a corporation, or other entity taxable as a corporation for U.S. federal income
tax purposes, created or organized in or under the laws of the United States, any state thereof, or the District of Columbia, (iii)
an estate the income of which is subject to U.S. federal income tax regardless of its source, or (iv) a trust with respect to which
a court within the United States is able to exercise primary supervision over its administration and one or more U.S. persons have
the authority to control all of its substantial decisions, or that has a valid election in effect under applicable Treasury Regulations
to be treated as a “United States person.”
If an entity treated as a partnership for
U.S. federal income tax purposes holds our Ordinary Shares, the tax treatment of such entity treated as a partnership and each
person treated as a partner thereof generally will depend upon the status and activities of the entity and such person. A holder
that is treated as a partnership for U.S. federal income tax purposes should consult its own tax advisor regarding the U.S. federal
income tax considerations applicable to it and its partners of the purchase, ownership and disposition of our Ordinary Shares.
Prospective investors should be aware that
this summary does not address the tax consequences to investors who are not U.S. Holders. Prospective investors should consult
their own tax advisors as to the particular tax considerations applicable to them relating to the purchase, ownership and disposition
of our Ordinary Shares, including the applicability of U.S. federal, state and local tax laws and non-U.S. tax laws.
Taxation of U.S. Holders
Distributions
. Subject to the discussion
below under “Passive Foreign Investment Company,” a U.S. Holder that receives a distribution with respect to an Ordinary
Sshare generally will be required to include the amount of such distribution in gross income as a dividend (without reduction for
any Israeli tax withheld from such distribution) when actually or constructively received to the extent of the U.S. Holder’s
pro rata share of our current and/or accumulated earnings and profits (as determined under U.S. federal income tax principles).
Any distributions in excess of our earnings and profits will be applied against and will reduce (but not below zero) the U.S. Holder’s
tax basis in its Ordinary Shares, and, to the extent they exceed that tax basis, will be treated as gain from the sale or exchange
of our Ordinary Shares.
As noted above, we do not anticipate paying
any cash dividends in the foreseeable future. If we were to pay dividends, we expect to pay such dividends in NIS. A dividend paid
in NIS, including the amount of any Israeli taxes withheld, will be includible in a U.S. Holder’s income at a U.S. dollar
amount calculated by reference to the exchange rate in effect on the date such dividend is received, regardless of whether the
payment is in fact converted into U.S. dollars. If the dividend is converted to U.S. dollars on the date of receipt, a U.S. Holder
generally will not recognize a foreign currency gain or loss. However, if the U.S. Holder converts the NIS into U.S. dollars on
a later date, the U.S. Holder must include, in computing its income, any gain or loss resulting from any exchange rate fluctuations.
The gain or loss will be equal to the difference between (i) the U.S. dollar value of the amount included in income when the dividend
was received and (ii) the amount received on the conversion of the NIS into U.S. dollars. Such gain or loss generally will be ordinary
income or loss and will be U.S. source income or loss for U.S. foreign tax credit purposes. U.S. Holders should consult their own
tax advisors regarding the tax consequences to them if we pay dividends in NIS or any other non-U.S. currency.
Subject to certain significant conditions
and limitations, any Israeli taxes paid on or withheld from distributions from us and not refundable to a U.S. Holder may be credited
against the U.S. Holder’s U.S. federal income tax liability or, alternatively, may be deducted from the U.S. Holder’s
taxable income. The election to deduct, rather than credit, foreign taxes, is made on a year-by-year basis and applies to all foreign
taxes paid by a U.S. Holder or withheld from a U.S. Holder that year. Dividends paid on the Ordinary Shares generally will constitute
income from sources outside the United States and be categorized as “passive category income” or, in the case of some
U.S. Holders, as “general category income” for U.S. foreign tax credit purposes. Because the rules governing foreign
tax credits are complex, U.S. Holders should consult their own tax advisors regarding the availability of foreign tax credits in
their particular circumstances.
Dividends paid on the Ordinary Shares will
not be eligible for the “dividends-received” deduction generally allowed to corporate U.S. Holders with respect to
dividends received from U.S. corporations.
Certain distributions treated as dividends
that are received by an individual U.S. Holder from a “qualified foreign corporation” generally qualify for a 20% reduced
maximum tax rate so long as certain holding period and other requirements are met. A non-U.S. corporation (other than a corporation
that is treated as a passive foreign investment company (“PFIC”) for the taxable year in which the dividend is paid
or the preceding taxable year) generally will be considered to be a qualified foreign corporation (i) if it is eligible for the
benefits of a comprehensive tax treaty with the United States which the Secretary of Treasury of the United States determines is
satisfactory for purposes of this provision and which includes an exchange of information program, or (ii) with respect to any
dividend it pays on stock which is readily tradable on an established securities market in the United States. Dividends paid by
us in a taxable year in which we are not a PFIC and with respect to which we were not a PFIC in the preceding taxable year are
expected to be eligible for the 20% reduced maximum tax rate, although we can offer no assurances in this regard. However, any
dividend paid by us in a taxable year in which we are a PFIC or were a PFIC in the preceding taxable year will be subject to tax
at regular ordinary income rates (along with any applicable additional PFIC tax liability, as discussed below).
The additional 3.8% “net investment
income tax” (described below) may apply to dividends received by certain U.S. Holders who meet certain modified adjusted
gross income thresholds.
Sale, Exchange or Other Taxable Disposition
of Ordinary Shares
. Subject to the discussion under “Passive Foreign Investment Company” below, a U.S. Holder generally
will recognize capital gain or loss upon the sale, exchange, or other taxable disposition of our Ordinary Shares in an amount equal
to the difference between the amount realized on the sale, exchange, or other taxable disposition and the U.S. Holder’s adjusted
tax basis (determined under U.S. federal income tax rules) in such Ordinary Shares. This capital gain or loss will be long-term
capital gain or loss if the U.S. Holder’s holding period in our Ordinary Shares exceeds one year. Preferential tax rates
for long-term capital gain (currently, with a maximum rate of 20%) will apply to individual U.S. Holders. The deductibility of
capital losses is subject to limitations. The gain or loss generally will be income or loss from sources within the United States
for U.S. foreign tax credit purposes, subject to certain possible exceptions under the U.S.-Israel Tax Treaty. The additional 3.8%
“net investment income tax” (described below) may apply to gains recognized upon the sale, exchange, or other taxable
disposition of our Ordinary Shares by certain U.S. Holders who meet certain modified adjusted gross income thresholds.
U.S. Holders should consult their own tax
advisors regarding the U.S. federal income tax consequences of receiving currency other than U.S. dollars upon the disposition
of their Ordinary Shares.
Passive Foreign Investment Company.
In general, a non-U.S. corporation will be treated as a PFIC for U.S. federal income tax purposes in any taxable year in which
either (i) at least 75% of its gross income is “passive income,” or (ii) on average at least 50% of its assets by value
produce passive income or are held for the production of passive income. Passive income for this purpose generally includes, among
other things, certain dividends, interest, royalties, rents and gains from commodities and securities transactions and from the
sale or exchange of property that gives rise to passive income. Passive income also includes amounts derived by reason of the temporary
investment of funds, including those raised in a public offering. Assets that produce or are held for the production of passive
income include cash, even if held as working capital or raised in a public offering, marketable securities and other assets that
may produce passive income. In determining whether a non-U.S. corporation is a PFIC, a proportionate share of the income and assets
of each corporation in which it owns, directly or indirectly, at least a 25% interest (by value) is taken into account.
A foreign corporation’s PFIC status
is an annual determination that is based on tests that are factual in nature, and our status for any year will depend on our income,
assets, and activities for such year. We have not performed an analysis of our PFIC status for our taxable year ended December
31, 2016. In addition, our actual PFIC status for our current taxable year (2017) or any subsequent taxable year is uncertain and
will not be determinable until after the end of such taxable year. Accordingly, there can be no assurance with respect to our status
as a PFIC for our taxable year ended December 31, 2016 or any subsequent taxable year.
U.S. Holders should be aware of certain
tax consequences of investing directly or indirectly in us due to our classification as a PFIC. A U.S. Holder is subject to different
rules depending on whether the U.S. Holder makes an election to treat us as a “qualified electing fund,” referred to
herein as a “QEF election,” for the first taxable year that the U.S. Holder holds Ordinary Shares, makes a “mark-to-market”
election with respect to the Ordinary Shares, or makes neither election. An election to treat us as a QEF will not be available
if we do not provide the information necessary to make such an election. It is not expected that a U.S. Holder will be able to
make a QEF election because we do not intend to provide U.S. Holders with the information necessary to make a QEF election.
QEF Election
. One way in which certain
of the adverse consequences of PFIC status can be mitigated is for a U.S. Holder make a QEF election. Generally, a shareholder
making the QEF election is required for each taxable year to include in income a pro rata share of the ordinary earnings and net
capital gain of the QEF, subject to a separate election to defer payment of taxes, which deferral is subject to an interest charge.
An election to treat us as a QEF will not be available if we do not provide the information necessary to make such an election.
It is not expected that a U.S. Holder will be able to make a QEF election because we do not intend to provide U.S. Holders with
the information necessary to make a QEF election.
Mark-to-Market Election
. Alternatively,
if our Ordinary Shares are treated as “marketable stock,” a U.S. Holder would be allowed to make a “mark-to-market”
election with respect to our Ordinary Shares, provided the U.S. Holder completes and files IRS Form 8621 in accordance with the
relevant instructions and related Treasury Regulations. If that election is made, the U.S. Holder generally would include as ordinary
income in each taxable year the excess, if any, of the fair market value of our Ordinary Shares at the end of the taxable year
over such holder’s adjusted tax basis in such Ordinary Shares. The U.S. Holder would also be permitted an ordinary loss in
respect of the excess, if any, of the U.S. Holder’s adjusted tax basis in our Ordinary Shares over their fair market value
at the end of the taxable year, but only to the extent of the net amount previously included in income as a result of the mark-to-
market election. A U.S. Holder’s tax basis in our Ordinary Shares would be adjusted to reflect any such income or loss amount.
Gain realized on the sale, exchange or other disposition of our Ordinary Shares would be treated as ordinary income, and any loss
realized on the sale, exchange or other disposition of our Ordinary Shares would be treated as ordinary loss to the extent that
such loss does not exceed the net mark-to-market gains previously included in income by the U.S. Holder, and any loss in excess
of such amount will be treated as capital loss. Amounts treated as ordinary income will not be eligible for the favorable tax rates
applicable to qualified dividend income or long-term capital gains.
Generally, stock will be considered marketable
stock if it is “regularly traded” on a “qualified exchange” within the meaning of applicable Treasury Regulations.
A class of stock is regularly traded on an exchange during any calendar year during which such class of stock is traded, other
than in de minimis quantities, on at least 15 days during each calendar quarter. To be marketable stock, our Ordinary Shares must
be regularly traded on a qualifying exchange (i) in the United States that is registered with the SEC or a national market system
established pursuant to the Exchange Act or (ii) outside the United States that is properly regulated and meets certain trading,
listing, financial disclosure and other requirements. Our Ordinary Shares are not currently “marketable stock.”
A mark-to-market election will not apply
to our Ordinary Shares held by a U.S. Holder for any taxable year during which we are not a PFIC, but will remain in effect with
respect to any subsequent taxable year in which we become a PFIC. Such election will not apply to any PFIC subsidiary that we own.
Each U.S. Holder is encouraged to consult its own tax advisor with respect to the availability and tax consequences of a mark-to-market
election with respect to our Ordinary Shares.
Each U.S. Holder should consult its own
tax adviser with respect to the applicability of the “net investment income tax” (discussed below) where a mark-to-market
election is in effect.
Default PFIC Rules
. A U.S. Holder
who does not make a timely QEF election (we do not currently intend to prepare or provide the information that would enable a U.S.
Holder to make a QEF election) or a mark-to-market election, referred to in this summary as a “Non-Electing U.S. Holder,”
will be subject to special rules with respect to (i) any “excess distribution” (generally, the portion of any distributions
received by the Non-Electing U.S. Holder on the Ordinary Shares in a taxable year in excess of 125% of the average annual distributions
received by the Non-Electing U.S. Holder in the three preceding taxable years, or, if shorter, the Non-Electing U.S. Holder’s
holding period for the Ordinary Shares), and (ii) any gain realized on the sale or other disposition of such Ordinary Shares. Under
these rules:
|
·
|
the excess distribution or gain would
be allocated ratably over the Non-Electing U.S. Holder’s holding period for such Ordinary Shares;
|
|
·
|
the amount allocated to the current taxable
year and any year prior to us becoming a PFIC would be taxed as ordinary income; and
|
|
·
|
the amount allocated to each of the other
taxable years would be subject to tax at the highest rate of tax in effect for the applicable class of taxpayer for that year,
and an interest charge for the deemed deferral benefit would be imposed with respect to the resulting tax attributable to each
such other taxable year.
|
If a Non-Electing U.S. Holder who is an
individual dies while owning our Ordinary Shares, the Non-Electing U.S. Holder’s successor would be ineligible to receive
a step-up in tax basis of such Ordinary Shares. Non-Electing U.S. Holders should consult their tax advisors regarding the application
of the “net investment income tax” (described below) to their specific situation.
To the extent a distribution on our Ordinary
Shares does not constitute an excess distribution to a Non-Electing U.S. Holder, such Non-Electing U.S. Holder generally will be
required to include the amount of such distribution in gross income as a dividend to the extent of our current or accumulated earnings
and profits (as determined for U.S. federal income tax purposes) that are not allocated to excess distributions. The tax consequences
of such distributions are discussed above under “Taxation of U.S. Holders—Distributions.” Each U.S. Holder is
encouraged to consult its own tax advisor with respect to the appropriate U.S. federal income tax treatment of any distribution
on our Ordinary Shares.
If we are treated as a PFIC for any taxable
year during the holding period of a Non-Electing U.S. Holder, we will continue to be treated as a PFIC for all succeeding years
during which the Non-Electing U.S. Holder is treated as a direct or indirect Non-Electing U.S. Holder even if we are not a PFIC
for such years. A U.S. Holder is encouraged to consult its tax advisor with respect to any available elections that may be applicable
in such a situation, including the “deemed sale” election of Code Section 1298(b)(1) (which will be taxed under the
adverse tax rules described above).
We may invest in the equity of foreign
corporations that are PFICs or may own subsidiaries that own PFICs. If we are classified as a PFIC, under attribution rules, U.S.
Holders will be subject to the PFIC rules with respect to their indirect ownership interests in such PFICs, such that a disposition
of the Ordinary Shares of the PFIC or receipt by us of a distribution from the PFIC generally will be treated as a deemed disposition
of such Ordinary Shares or the deemed receipt of such distribution by the U.S. Holder, subject to taxation under the PFIC rules.
There can be no assurance that a U.S. Holder will be able to make a QEF election or a mark-to-market election with respect to PFICs
in which we invest. Each U.S. Holder is encouraged to consult its own tax advisor with respect to tax consequences of an investment
by us in a corporation that is a PFIC.
In addition, U.S. Holders should consult
their tax advisors regarding the IRS information reporting and filing obligations that may arise as a result of the ownership of
ordinary shares in a PFIC, including IRS Form 8621, Information Return by a Shareholder of a Passive Foreign Investment Company
or Qualified Electing Fund.
The U.S. federal income tax rules relating
to PFICs, QEF elections, and mark-to market elections are complex. U.S. Holders are urged to consult their own tax advisors with
respect to the purchase, ownership and disposition of our Ordinary Shares, any elections available with respect to such Ordinary
Shares and the IRS information reporting obligations with respect to the purchase, ownership and disposition of our Ordinary Shares.
Certain Reporting Requirements
Certain U.S. Holders must report information
on IRS Form 8938, Statement of Specified Foreign Financial Assets, with respect to their investments in certain “foreign
financial assets,” which would include an investment in our Ordinary Shares, if the aggregate value of all of those assets
exceeds certain thresholds. This reporting requirement applies to individuals and certain U.S. entities.
U.S. Holders who fail to report required
information could become subject to substantial penalties. U.S. Holders should consult their tax advisors regarding the possible
implications of these reporting requirements arising from their investment in our Ordinary Shares.
Backup Withholding Tax and Information
Reporting Requirements
Payments in respect of Ordinary Shares
may be subject to information reporting to the IRS and to U.S. backup withholding tax at the rate (currently) of 28%. Backup withholding
will not apply, however, if you (i) are a corporation or fall within certain exempt categories, and demonstrate the fact when so
required, or (ii) furnish a correct taxpayer identification number and make any other required certification.
Backup withholding is not an additional
tax. Amounts withheld under the backup withholding rules may be credited against a U.S. Holder's U.S. tax liability. A U.S. Holder
may obtain a refund of any excess amounts withheld under the backup withholding rules by filing the appropriate claim for refund
with the IRS.
Medicare Tax on Investment Income
Certain U.S. persons, including individuals,
estates and trusts, will be subject to an additional 3.8% Medicare tax, or “net investment income tax,” on unearned
income. For individuals, the additional net investment income tax applies to the lesser of (i) “net investment income”
or (ii) the excess of “modified adjusted gross income” over $200,000 ($250,000 if married and filing jointly or $125,000
if married and filing separately). “Net investment income” generally equals the taxpayer’s gross investment income
reduced by the deductions that are allocable to such income. Investment income generally includes, among other things, passive
income such as interest, dividends, annuities, royalties, rents, and capital gains. U.S. Holders are urged to consult their own
tax advisors regarding the implications of the additional net investment income tax resulting from their ownership and disposition
of our Ordinary Shares.
THE DISCUSSION ABOVE IS A GENERAL SUMMARY.
IT DOES NOT COVER ALL TAX MATTERS THAT MAY BE OF IMPORTANCE TO A PROSPECTIVE INVESTOR. EACH PROSPECTIVE INVESTOR IS URGED TO CONSULT
ITS OWN TAX ADVISOR ABOUT THE TAX CONSEQUENCES RELATING TO THE PURCHASE, OWNERSHIP AND DISPOSITION OF OUR ORDINARY SHARES IN LIGHT
OF THE INVESTOR’S OWN CIRCUMSTANCES, INCLUDING THE CONSEQUENCES OF ANY PROPOSED CHANGE IN APPLICABLE LAWS.
LEGAL MATTERS
Certain legal matters concerning this offering
will be passed upon for us by Lucosky Brookman LLP, Woodbridge, New Jersey. Certain legal matters with respect to matters of Israeli
law including the validity of the ordinary shares offered by this prospectus will be passed upon for us by Dana Livneh-Zemer, Law
Office, Tel Aviv, Israel.
EXPERTS
The financial statements included in this
prospectus and elsewhere in the registration statement have been so included in reliance upon the report of Fahn Kanne & Co.
Grant Thornton Israel, independent registered public accountants, upon the authority of said firm as experts in accounting and
auditing
WHERE YOU CAN FIND ADDITIONAL INFORMATION
We have filed with the SEC a registration
statement on Form F-1 under the Securities Act with respect to the ordinary shares offered by this prospectus. This prospectus,
which constitutes a part of the registration statement, does not contain all of the information set forth in the registration statement
or the exhibits and schedules that are part of the registration statement. For further information about us and about the
ordinary shares, you should refer to our registration statement and its exhibits. Statements made in this prospectus concerning
the contents of any contract, agreement or other document are summaries of all material information about the documents summarized,
but are not complete descriptions of all terms of these documents. If we filed any of these documents as an exhibit to the registration
statement, you may read the document itself for a complete description of its terms.
Upon the completion of this offering, we
will become subject to periodic reporting and other information requirements of the Exchange Act as applicable to foreign private
issuers and will file reports, including annual reports on Form 20-F, and other information with the SEC. As we are a foreign private
issuer, we are exempt from some of the Exchange Act reporting requirements, namely, the rules prescribing the furnishing and content
of proxy statements to shareholders and Section 16 short swing profit reporting for our officers and directors and for holders
of more than 10% of our shares. In addition, we will not be required under the Exchange Act to file periodic reports and financial
statements with the SEC as frequently or as promptly as U.S. companies whose securities are registered under the Exchange Act.
You may read and copy any document we file with the SEC at the SEC’s Public Reference Room at 100 F Street, N.E., Washington
D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information on the public reference rooms and their copy charges. The
SEC also maintains a website that contains reports, proxy and information statements and other information regarding issuers, such
as us, who file electronically with the SEC. The address of that website is
http://www.sec.gov
.
EXPENSES RELATING TO THIS OFFERING
The following table sets forth all expenses
to be paid by us in connection with the offering described in this Registration Statement. All amounts shown are estimates
except for the SEC registration fee:
SEC registration fee
|
|
$
|
1,195.47
|
|
Legal fees and expenses
|
|
$
|
89,938
|
|
Accounting fees and expenses
|
|
$
|
7,000
|
|
Transfer agent and registrar’s fees and expenses
|
|
$
|
1,939
|
|
Printing expenses
|
|
$
|
7,221
|
|
Miscellaneous fees and expenses
|
|
$
|
18,600
|
|
Total
|
|
$
|
125,893.47
|
|
TODOS MEDICAL LIMITED
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2016
TODOS MEDICAL LIMITED
FINANCIAL STATEMENTS
AS OF DECEMBER 31, 2016
TABLE OF CONTENTS
|
Fahn Kanne & Co.
|
|
Head Office
|
|
32 Hamasger Street
Tel-Aviv 6721118, ISRAEL
PO Box 36172, 6136101
|
|
|
|
T +972 3 7106666
|
|
F +972 3 7106660
|
|
www.gtfk.co.il
|
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and Shareholders
Todos Medical Limited
We have audited the accompanying balance
sheets of Todos Medical Limited (the “Company”) as of December 31, 2016 and 2015, and the related statements of comprehensive
loss, changes in shareholders’ deficit, and cash flows for each of the three years in the period ended December 31,
2016. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform
the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not
engaged to perform an audit of the Company’s internal control over financial reporting. Our audits included consideration
of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.
Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the
financial statements referred to above present fairly, in all material respects, the financial position of Todos Medical
Limited as of December 31, 2016 and 2015, and the results of its operations and its cash flows for each of the three years in the
period ended December 31, 2016, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have
been prepared assuming that the Company will continue as a going concern. As discussed in Note 1C to the financial
statements, the Company has incurred net losses since its inception, and has not yet generated any revenues. As of December 31,
2016, there is an accumulated deficit of $2,560,440. These conditions, along with other matters as set forth in Note
1C, raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regards
to these matters are also described in Note 1C. The financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ FAHN KANNE & CO. GRANT THORNTON
ISRAEL
Tel-Aviv, Israel
April 28, 2017
TODOS MEDICAL LIMITED
BALANCE SHEETS
(U.S. dollars except share and per share
data)
|
|
December 31,
|
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
Assets
|
|
|
|
|
|
|
|
|
CURRENT ASSETS:
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
439,077
|
|
|
$
|
155,678
|
|
Other current assets
|
|
|
20,874
|
|
|
|
27,017
|
|
Total current assets
|
|
|
459,951
|
|
|
|
182,695
|
|
|
|
|
|
|
|
|
|
|
PROPERTY AND EQUIPMENT, Net
|
|
|
123,861
|
|
|
|
109,585
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
583,812
|
|
|
$
|
292,280
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Shareholders' Deficit
|
|
|
|
|
|
|
|
|
CURRENT LIABILITIES:
|
|
|
|
|
|
|
|
|
Accounts payables
|
|
$
|
21,874
|
|
|
$
|
7,383
|
|
Other current liabilities
|
|
|
28,303
|
|
|
|
36,125
|
|
Liability for minimum royalties – current maturity
|
|
|
85,000
|
|
|
|
35,000
|
|
Total current liabilities
|
|
|
135,177
|
|
|
|
78,508
|
|
|
|
|
|
|
|
|
|
|
LONG TERM LIABILITIES
|
|
|
|
|
|
|
|
|
Long term loan from shareholders
|
|
$
|
592,868
|
|
|
$
|
608,435
|
|
Warrants liability, at fair value
|
|
|
259,716
|
|
|
|
132,847
|
|
Total long-term liabilities
|
|
|
852,584
|
|
|
|
741,282
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
987,761
|
|
|
|
819,790
|
|
|
|
|
|
|
|
|
|
|
COMMITMENTS AND CONTINGENT LIABILITIES (note 9)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
SHAREHOLDERS' DEFICIT:
|
|
|
|
|
|
|
|
|
Preferred Shares of NIS 0.01 par value each:
|
|
|
|
|
|
|
|
|
Authorized: 10,000,000 shares at December 31, 2016 and 2015. Issued and outstanding: 3,333,471 shares and 3,096,195 shares at December 31, 2016 and 2015, respectively
|
|
|
9,424
|
|
|
|
8,810
|
|
Ordinary Shares of NIS 0.01 par value each:
|
|
|
|
|
|
|
|
|
Authorized: 990,000,000 shares at December 31, 2016 and 2015. Issued and outstanding: 63,577,734 shares and 58,955,900 shares at December 31, 2016 and 2015, respectively
|
|
|
166,723
|
|
|
|
154,781
|
|
Additional paid-in capital
|
|
|
1,980,344
|
|
|
|
1,215,878
|
|
Accumulated deficit
|
|
|
(2,560,440
|
)
|
|
|
(1,906,979
|
)
|
Total shareholders’ deficit
|
|
|
(403,949
|
)
|
|
|
(527,510
|
)
|
Total liabilities and shareholders’ deficit
|
|
$
|
583,812
|
|
|
$
|
292,280
|
|
The accompanying notes are an integral
part of the financial statements.
TODOS MEDICAL LIMITED
STATEMENTS OF COMPREHENSIVE LOSS
(U.S. dollars)
|
|
Year ended
|
|
|
|
December 31
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
OPERATING EXPENSES
|
|
|
|
|
|
|
|
|
|
|
|
|
Research and development expenses, net
|
|
$
|
317,907
|
|
|
$
|
374,023
|
|
|
$
|
336,474
|
|
General and administrative expenses
|
|
|
410,982
|
|
|
|
456,957
|
|
|
|
64,372
|
|
Operating loss
|
|
|
728,889
|
|
|
|
830,980
|
|
|
|
400,846
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FINANCIAL INCOME, net
|
|
|
(75,428
|
)
|
|
|
(12,439
|
)
|
|
|
(78,779
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
COMPREHENSIVE LOSS
|
|
$
|
653,461
|
|
|
$
|
818,541
|
|
|
$
|
322,067
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss per ordinary share - basic and diluted
|
|
$
|
(0.01
|
)
|
|
$
|
(0.02
|
)
|
|
$
|
(0.01
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic and diluted weighted average number of ordinary shares outstanding
|
|
|
62,467,556
|
|
|
|
45,190,017
|
|
|
|
28,450,908
|
|
The accompanying notes are an integral
part of the financial statements.
TODOS MEDICAL LIMITED
STATEMENTS OF CHANGES IN SHAREHOLDERS' DEFICIT
(U.S. dollars, except share and per share
data)
|
|
Preferred shares, NIS
0.01 Par Value
|
|
|
Ordinary shares, NIS 0.01 Par Value
|
|
|
|
|
|
|
Shares
|
|
|
Amount
|
|
|
Shares
|
|
|
Amount
|
|
|
Receipts on
account of
shares
|
|
|
Additional
paid-in
capital
|
|
|
Accumulated
deficit
|
|
|
Total
Shareholders'
deficit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BALANCE AT JANUARY 1, 2014
|
|
|
3,000,000
|
|
|
$
|
8,562
|
|
|
|
27,000,000
|
|
|
$
|
72,444
|
|
|
$
|
-
|
|
|
$
|
88,543
|
|
|
$
|
(766,371
|
)
|
|
$
|
(596,822
|
)
|
CHANGES DURING THE YEAR
ENDED DECEMBER 31, 2014:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of ordinary
shares, net of issuance expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
6,352,200
|
|
|
|
17,048
|
|
|
|
-
|
|
|
|
256,792
|
|
|
|
-
|
|
|
|
273,840
|
|
Proceeds on account
of ordinary shares
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
57,356
|
|
|
|
-
|
|
|
|
-
|
|
|
|
57,356
|
|
Loss
for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(322,067
|
)
|
|
|
(322,067
|
)
|
BALANCE AT DECEMBER 31, 2014
|
|
|
3,000,000
|
|
|
|
8,562
|
|
|
|
33,352,200
|
|
|
|
89,492
|
|
|
|
57,356
|
|
|
|
345,335
|
|
|
|
(1,088,438
|
)
|
|
|
(587,693
|
)
|
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2015:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Issuance of ordinary
shares and warrants, net of issuance expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
24,479,800
|
|
|
|
62,395
|
|
|
|
-
|
|
|
|
597,090
|
|
|
|
-
|
|
|
|
659,485
|
|
Ordinary shares issued,
for previous receipts for shares
|
|
|
-
|
|
|
|
-
|
|
|
|
123,900
|
|
|
|
355
|
|
|
|
(57,356
|
)
|
|
|
57,001
|
|
|
|
-
|
|
|
|
-
|
|
Stock-based compensation
|
|
|
96,195
|
|
|
|
248
|
|
|
|
1,000,000
|
|
|
|
2,539
|
|
|
|
-
|
|
|
|
216,452
|
|
|
|
-
|
|
|
|
219,239
|
|
Loss
for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(818,541
|
)
|
|
|
(818,541
|
)
|
BALANCE AT DECEMBER 31, 2015
|
|
|
3,096,195
|
|
|
|
8,810
|
|
|
|
58,955,900
|
|
|
|
154,781
|
|
|
|
-
|
|
|
|
1,215,878
|
|
|
|
(1,906,979
|
)
|
|
|
(527,510
|
)
|
CHANGES DURING THE YEAR ENDED DECEMBER 31, 2016:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stock-based compensation
|
|
|
237,276
|
|
|
|
614
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
160,816
|
|
|
|
-
|
|
|
|
161,430
|
|
Issuance of ordinary
shares, net of issuance expenses
|
|
|
-
|
|
|
|
-
|
|
|
|
4,518,406
|
|
|
|
11,669
|
|
|
|
-
|
|
|
|
554,900
|
|
|
|
-
|
|
|
|
566,569
|
|
Exercise of stock options
|
|
|
-
|
|
|
|
-
|
|
|
|
103,428
|
|
|
|
273
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
273
|
|
Stock-based compensation
for consulting services
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
48,750
|
|
|
|
-
|
|
|
|
48,750
|
|
Loss
for the year
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
(653,461
|
)
|
|
|
(653,461
|
)
|
BALANCE AT DECEMBER 31, 2016
|
|
|
3,333,471
|
|
|
|
9,424
|
|
|
|
63,577,734
|
|
|
|
166,723
|
|
|
|
-
|
|
|
|
1,980,344
|
|
|
|
(2,560,440
|
)
|
|
|
(403,949
|
)
|
The accompanying notes are an integral
part of the financial statements.
TODOS MEDICAL LIMITED
STATEMENTS OF CASH FLOWS
(U.S. dollars)
|
|
Year ended
|
|
|
|
December 31
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
CASH FLOWS FROM OPERATING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(653,461
|
)
|
|
$
|
(818,541
|
)
|
|
$
|
(322,067
|
)
|
Adjustments required to reconcile net loss to net cash used in operating activities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Depreciation
|
|
|
20,695
|
|
|
|
11,898
|
|
|
|
434
|
|
Liability for minimum royalties
|
|
|
50,000
|
|
|
|
35,000
|
|
|
|
-
|
|
Changes in fair value of warrants liability
|
|
|
(117,577
|
)
|
|
|
(35,188
|
)
|
|
|
-
|
|
Stock-based compensation
|
|
|
210,180
|
|
|
|
219,239
|
|
|
|
-
|
|
Financing expenses of long-term loans & other Shekel denominated balances
|
|
|
7,962
|
|
|
|
(8,201
|
)
|
|
|
(73,322
|
)
|
Decrease (increase) in other current assets
|
|
|
6,143
|
|
|
|
37,374
|
|
|
|
(1,616
|
)
|
Increase (decrease) in accounts payables
|
|
|
14,491
|
|
|
|
(7,995
|
)
|
|
|
6,965
|
|
Decrease (increase) in other current liabilities
|
|
|
(7,822
|
)
|
|
|
(48,240
|
)
|
|
|
72,058
|
|
Net cash used in operating activities
|
|
|
(469,389
|
)
|
|
|
(614,654
|
)
|
|
|
(317,548
|
)
|
CASH FLOWS FROM INVESTING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Purchase of property and equipment
|
|
|
(34,971
|
)
|
|
|
(117,788
|
)
|
|
|
(2,021
|
)
|
Net cash used in investing activities
|
|
|
(34,971
|
)
|
|
|
(117,788
|
)
|
|
|
(2,021
|
)
|
CASH FLOWS FROM FINANCING ACTIVITIES:
|
|
|
|
|
|
|
|
|
|
|
|
|
Proceeds allocated to ordinary shares, net
|
|
|
566,569
|
|
|
|
659,485
|
|
|
|
273,840
|
|
Proceeds allocated to warrants
|
|
|
244,446
|
|
|
|
168,035
|
|
|
|
-
|
|
Proceeds from exercise of stock options
|
|
|
273
|
|
|
|
-
|
|
|
|
-
|
|
Proceeds on receipts on account of ordinary shares
|
|
|
-
|
|
|
|
-
|
|
|
|
57,356
|
|
Repayments of shareholders loans
|
|
|
(23,529
|
)
|
|
|
-
|
|
|
|
-
|
|
Proceeds from shareholders loans
|
|
|
-
|
|
|
|
-
|
|
|
|
30,432
|
|
Net cash provided by financing activities
|
|
|
787,759
|
|
|
|
827,520
|
|
|
|
361,628
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INCREASE IN CASH AND CASH EQUIVALENTS
|
|
|
283,399
|
|
|
|
95,078
|
|
|
|
42,059
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR
|
|
|
155,678
|
|
|
|
60,600
|
|
|
|
18,541
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
CASH AND CASH EQUIVALENTS AT END OF YEAR
|
|
$
|
439,077
|
|
|
$
|
155,678
|
|
|
$
|
60,600
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosure of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
The accompanying notes are an integral
part of the financial statements.
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – GENERAL
Todos Medical Limited (the "Company")
was incorporated under the laws of Israel and commenced its operations on April 22, 2010. The Company engages in the
development of a series of patient-friendly blood tests for the purpose of early detection of a variety of cancers. The method
incorporates biochemistry, physics and signal processing and is based on the cancer’s influence on the immune system which
triggers biochemical changes in peripheral blood mononuclear cells. These changes are measured by spectroscopy and examined through
a processing algorithm.
The Company’s products
in development currently consist of individual kits being developed for blood test detection of breast cancer (TB), and colorectal
cancer (TC). Since inception, the Company’s operations have been limited to developing the products and raising capital to
fund this development. The Company has not generated any revenues to date.
On January 27, 2016, the Company
incorporated a wholly owned subsidiary in Singapore under the name: Todos Medical (Singapore) Pte Ltd. ("Todos Singapore")
for the purpose of conducting clinical trials in the future in Singapore and to obtain possible Singapore government grants to
partially finance the conducting of such operations. As of December 31, 2016, Todos Singapore has not yet commenced its business
operations and as a result, consolidated financial statements were not prepared.
On March 18, 2016 the Company
filed a Form F-1/A with the United States Securities Exchange Commission ("SEC"), applying for the registration of the
Company's shares, so that the Company may apply for a listing on the OTCBB exchange. In August 2016, Company's registration statements
were declared effective and Company's shares began to be quoted on OTCQB under the symbol TOMDF.
|
B.
|
Share
split and bonus shares
|
In March 2015, the board of
directors approved a split of shares so that each 1 share of par value NIS 0.1 was split to 10 shares of par value NIS 0.01. In
addition, during March 2015, the board of directors approved the grant of 29 bonus shares for each 1 share of the Company held
by every shareholder. Unless otherwise noted, all shares and per share amounts for all periods prior to 2015 have been retroactively
restated to reflect the split and bonus shares issuance.
|
C.
|
Going
concern uncertainty
|
The Company devoted substantially
all of its efforts to research and development and raising capital, and has not yet generated any revenues. The development and
commercialization of the Company's products are expected to require substantial further expenditures. The Company has not yet generated
any revenues from operations, and therefore it is dependent upon external sources for financing its operations. Since inception,
the Company has incurred accumulated losses of $2,560,440, shareholders’ deficit of $403,949 and negative operating cash
flow for all the periods since inception. Management has considered the significance of such condition in relation to the Company's
ability to meet its current obligations and to achieve its business targets and determined that these conditions raise substantial
doubt about the Company’s ability to continue as a going concern. The Company plans to finance its operations through the
sale of equity and to the extent available, short-term and long-term loans. There can be no assurance that the Company will succeed
in obtaining the necessary financing to continue its operations as a going concern. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 1 – GENERAL (continue)
The Company has a limited operating
history and faces a number of risks, including uncertainties regarding finalization of the development process, demand and market
acceptance of the Company's products, the effects of technological changes, competition and the development of products by competitors.
Additionally, other risk factors also exist, such as the ability to manage growth and the effect of planned expansion of operations
on the Company's future results. In addition, the Company expects to continue incurring significant operating costs and losses
in connection with the development of its products and marketing efforts. The Company has not yet generated any revenues from its
operations to fund its activities and therefore the Company is dependent on the receipt of additional funding in order to continue
its operations (See Note 1 C).
NOTE 2– SIGNIFICANT ACCOUNTING
POLICIES
The financial statements were
prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP).
|
A.
|
Use
of estimates in the preparation of financial statements
|
The preparation of financial
statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the
reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these
financial statements, the most significant estimates and assumptions relate to the going concern assumptions.
The currency of the primary
economic environment in which the operations of the Company are conducted is the U.S dollar (“$” or “dollar").
Thus, the functional currency of the Company is the dollar (which is also the reporting currency of the Company).
Balances denominated in, or
linked to, foreign currencies are stated on the basis of the exchange rates prevailing at the balance sheet date. For foreign currency
transactions included in the Statements of Comprehensive Loss, the exchange rates applicable to the relevant transaction dates
are used. Transaction gains or losses arising from changes in the exchange rates used in the translation of such balances, are
accounted for under Financing income or expenses, as applicable.
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Official exchange rate of 1 NIS to US dollar at end of year
|
|
|
0.260
|
|
|
|
0.256
|
|
|
|
0.257
|
|
|
C.
|
Cash and cash equivalents
|
Cash equivalents are short-term
highly liquid investments which include short term bank deposits (up to three months from date of deposit), that are not restricted
as to withdrawals or use that are readily convertible to cash with maturities of three months or less as of the date acquired.
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 2– SIGNIFICANT ACCOUNTING
POLICIES (continue)
|
D.
|
Property,
plant and equipment
|
Property and equipment are stated
at cost, net of accumulated depreciation. Depreciation is calculated using the straight-line method over the estimated useful lives
of the assets. When an asset is retired or otherwise disposed of, the related cost and accumulated depreciation are removed from
the respective accounts and the net difference less any amount realized from disposition is reflected in the Statements of Comprehensive
Loss.
Rate of depreciation
|
|
%
|
|
|
|
|
|
Laboratory equipment
|
|
|
15
|
|
Furniture and equipment
|
|
|
7-15
|
|
Computers
|
|
|
33.3
|
|
Vehicle
|
|
|
15
|
|
|
E.
|
Impairment
of long-lived assets
|
The Company's long-lived assets
are reviewed for impairment in accordance with Accounting Standards Codification (“ASC”) Topic 360, “Property,
Plant and Equipment”, whenever events or changes in circumstances indicate that the carrying amount of an asset may not be
recoverable. Recoverability of assets to be held and used is measured by a comparison of the carrying amount of an asset to the
future undiscounted cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment
to be recognized is measured by the amount by which the carrying amount of the asset exceeds its fair value. To date the Company
did not incur any impairment losses.
The Company accounts for income
taxes in accordance with ASC Topic 740, "Income Taxes". Accordingly, deferred income taxes are determined utilizing the
asset and liability method based on the estimated future tax effects of differences between the financial accounting and the tax
bases of assets and liabilities under the applicable tax law. Deferred tax balances are computed using the enacted tax rates expected
to be in effect when these differences reverse. Valuation allowances in respect of deferred tax assets are provided for, if necessary,
to reduce deferred tax assets to amounts more likely than not to be realized.
The Company accounts for uncertain
tax positions in accordance with ASC Topic 740-10, which prescribes detailed guidance for the financial statement recognition,
measurement and disclosure of uncertain tax positions recognized in an enterprise’s financial statements. According to ASC
Topic 740-10, tax positions must meet a more-likely-than-not recognition threshold. The Company’s accounting policy is to
classify interest and penalties relating to uncertain tax positions under income taxes, however the Company did not recognize such
items in its fiscal 2016, 2015 and 2014 financial statements and did not recognize any liability with respect to an unrecognized
tax position in its balance sheets.
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 2– SIGNIFICANT ACCOUNTING
POLICIES (continue)
|
G.
|
Liability
for employee rights upon retirement
|
Israeli employees are entitled
to severance pay of one month's salary for each year of employment, or a portion thereof. The Company satisfies its full obligation
with respect to its Israeli employees by contributing one month of the employees’ salary for each year of service into a
fund managed by a third party. Neither the obligation, nor the amounts deposited on behalf of the employees for such obligation
are recorded on the Balance Sheet, as the Company is legally released from the obligation to the employees once the amounts have
been deposited.
Severance expenses for the year
ended December 31, 2016, 2015 and 2014 amounted to $11,270, $9,609 and $10,252, respectively.
|
H.
|
Research
and development expenses
|
Research and development expenses
are charged to operations as incurred. Grants received by the Company from the Government of Israel through the Office of the Chief
Scientist of the Ministry of Industry, Trade and Labor (the "OCS") for the development of approved projects are recognized
as a reduction of expenses against the related costs incurred.
|
I.
|
Royalty-bearing
grants
|
Royalty-bearing grants from
the OCS for funding approved research and development projects are recognized at the time the Company is entitled to such grants
(i.e. at the time that there is reasonable assurance that the Company will comply with the conditions attached to the grant and
that there is reasonable assurance that the grant will be received), on the basis of the costs incurred and reduce research and
development costs - see Note 9a. and Note 12. The cumulative research and development grants received by the Company from inception
through December 2016 amounted to $272,237, with $110,220 being recorded in 2016 and the remaining balance prior to that year.
As of December 31, 2016 and
2015, the Company did not accrue for or pay any royalties to the OCS as no revenue has yet been generated.
|
J.
|
Basic
and diluted loss per ordinary share
|
Basic loss per ordinary share
is computed by dividing the loss for the period applicable to ordinary shareholders, by the weighted average number of ordinary
shares outstanding during the period. Securities that may participate in dividends with the ordinary shares (such as the convertible
preferred) are considered in the computation of basic loss per share under the two class method. However, in periods of net loss,
only the convertible preferred shares are considered, since such shares have a contractual obligation to share in the losses of
the Company, in accordance with the guidance of ASC Topic 260-10.
In computing diluted loss per
share, basic loss per share is adjusted to reflect the potential dilution that could occur upon the exercise of potential shares.
Accordingly, in periods of net loss, no potential shares are considered.
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 2– SIGNIFICANT ACCOUNTING
POLICIES (continue)
|
K.
|
Stock-based
compensation
|
The Company measures and recognizes
the compensation expense for all equity-based payments to employees based on their estimated fair values in accordance with ASC
718, “Compensation-Stock Compensation”. Share-based payments including grants of stock options are recognized in the
statement of comprehensive loss as an operating expense based on the fair value of the award at the date of grant. The fair value
of stock options granted is estimated using the Black-Scholes option-pricing model. The Company has expensed compensation costs,
net of estimated forfeitures, applying the accelerated vesting method, over the requisite service period or over the implicit service
period when a performance condition affects the vesting, and it is considered probable that the performance condition will be achieved.
Share-based payments awarded
to consultants (non-employees) are accounted for in accordance with ASC Topic 505-50, "Equity-Based Payments to Non-Employees".
|
L.
|
Fair
Value Measurements
|
The Company measures and discloses
fair value in accordance with the Financial Accounting Standards Board ("FASB"), Accounting Standards Codification 820,
Fair Value Measurements and Disclosures ("ASC Topic 820"). ASC Topic 820 defines fair value, establishes a framework
and gives guidance regarding the methods used for measuring fair value, and expands disclosures about fair value measurements.
Fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in
an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that
should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering
such assumptions there exists a three-tier fair-value hierarchy, which prioritizes the inputs used in measuring fair value as follows:
Level 1 - unadjusted quoted
prices are available in active markets for identical assets or liabilities that the Company has the ability to access as of the
measurement date
Level 2 – pricing inputs
are other than quoted prices in active markets that are directly observable for the asset or liability or indirectly observable
through corroboration with observable market data.
Level 3 – pricing inputs
are unobservable for the non-financial asset or liability and only used when there is little, if any, market activity for the non-financial
asset or liability at the measurement date. The inputs into the determination of fair value require significant management judgment
or estimation. Level 3 inputs are considered as the lowest priority within the fair value hierarchy. The valuation of the short-term
liability relating to the warrants issued to the unit owners (see Note 7) falls under this category.
This hierarchy requires the
Company to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value.
The fair value of cash and cash
equivalents is based on its demand value, which is equal to its carrying value. Additionally, the carrying value of all other short
term monetary assets and liabilities are estimated to be equal to their fair value due to the short-term nature of these instruments.
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 2– SIGNIFICANT ACCOUNTING
POLICIES (continue)
During 2016 and 2015, the Company
issued 4,518,406 and 3,106,000 warrants, respectively, to purchase shares of the Company’s ordinary stock in connection with
a Private Placement Memorandum ("PPM", See also Note 10.F.). The Company accounted for these warrants as a liability
measured at fair value due to a provision included in the warrants agreement that provides the warrants holders with an option
to require the Company to purchase their warrants for cash in an amount equal to their Black-Scholes Option Pricing Model value
(the Black-Scholes Model), in the event that certain fundamental transactions (which some of them are not considered solely within
the control of the Company) as defined, occur. The fair value of the warrants liability is estimated using the Black-Scholes Model
which requires inputs such as the expected term of the warrants, share price volatility and risk-free interest rate. These assumptions
are reviewed on a regular basis and changes in the estimated fair value of the outstanding warrants are recognized each reporting
period in the “Financial Expense, net” line in operations. As of December 31, 2016 and 2015 all of the warrants remained
outstanding.
|
N.
|
Concentrations
of credit risk
|
Financial instruments that potentially
subject the Company to concentrations of credit risk consist primarily of cash and cash equivalents as well as certain other current
assets that do not amount to a significant amount. Cash and cash equivalents, which are primarily held in Dollars and New Israeli
Shekels, are deposited with major banks in Israel. Management believes that such financial institutions are financially sound and,
accordingly, minimal credit risk exists with respect to these financial instruments. The Company does not have any significant
off-balance-sheet concentration of credit risk, such as foreign exchange contracts, option contracts or other foreign hedging arrangements.
The Company records accruals
for loss contingencies arising from claims, litigation and other sources when it is probable that a liability has been incurred
and the amount can be reasonably estimated. These accruals are adjusted periodically as assessments change or additional information
becomes available. Legal costs incurred in connection with loss contingencies are expensed as incurred.
|
P.
|
Adoption
of New Accounting Standards
|
ASC Update 2014-15
“Presentation
of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties about an Entity’s Ability to Continue
as a Going Concern
"
In August 2014, the FASB issued
ASC Update 2014-15, "Presentation of Financial Statements—Going Concern (Subtopic 205-40): Disclosure of Uncertainties
about an Entity’s Ability to Continue as a Going Concern" ("ASU 2014-15"). ASU 2014-15 provide guidance on
management’s responsibility in evaluating whether there are conditions or events, considered in the aggregate, that raise
substantial doubt about the entity’s ability to continue as a going concern within one year after the date that the financial
statements are issued (or within one year after the date that the financial statements are available to be issued when applicable).
ASU 2014-15 also provide guidance related to the required disclosures as a result of management evaluation.
The amendments in ASU 2014-15
became effective for the annual period ending after December 15, 2016, and for annual periods and interim periods thereafter. Management
applied the guidance of ASU 2014-15 to these financial statements and has determined that there is a substantial doubt about the
Company’s ability to continue as a going concern. Certain disclosures were updated to conform to the disclosures required
under ASU 2014-15.
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 2– SIGNIFICANT ACCOUNTING
POLICIES (continue)
|
Q.
|
Newly
issued accounting pronouncements:
|
ASC Update 2014-09
“Revenue
from Contracts with Customers (Topic 606)” and Related Updates
In May of 2014, the FASB issued
ASC Update 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASC Update 2014-09 provides guidance for the
recognition, measurement and disclosure of revenue related to the transfer of promised goods or services to customers. This update
was effective for fiscal years beginning after December 15, 2016, for which early adoption was prohibited.
However, in August of 2015,
the FASB issued ASC Update 2014-14, “Revenue from Contracts with Customers (Topic 606): Deferral of the Effective Date,”
deferring the effective date of ASC Update 2014-09 to fiscal years beginning after December 15, 2017 (the first quarter of fiscal
year 2018 for the Company), and permitting early adoption of this update, but only for annual reporting periods beginning after
December 15, 2016, and interim reporting periods within that reporting period.
During 2016, the FASB issued
several Accounting Standard Updates that focuses on certain implementation issues of the new revenue recognition guidance including
Narrow-Scope Improvements and Practical Expedients, Principal versus Agent Considerations and Identifying Performance Obligations
and Licensing.
An entity should apply the amendments
in this ASU using one of the following two methods: 1. retrospectively to each prior reporting period presented with a possibility
to elect certain practical expedients, or, 2. Retrospectively with the cumulative effect of initially applying ASU 2014-09 recognized
at the date of initial application. If an entity elects the latter transition method, it also should provide certain additional
disclosures.
The Company intends to adopt
ASU 2014-09 as of January 1, 2018. The Company is in the process of evaluating the impact of ASU 2014-09 on its potential revenue
streams, if any, and on its financial reporting and disclosures. Management is expecting to complete the evaluation of the impact
of the accounting and disclosure changes on the business processes, controls and systems throughout 2017. Since the company did
not report any revenues since its inception, management believes that the adoption of ASU 2014-09 will not have significant impact
on its financial statements.
ASC Update 2016 - 02 “
Leases (Topic
842): Section A – Leases: Amendments to the FASB Accounting Standards Codification; Section B – Conforming Amendments
Related to Leases: Amendments to the FASB Accounting Standards Codification; Section C – Background Information and Basis
for Conclusions
”
In February of 2016, the FASB
issued ASC Update 2016 - 02, “Leases (Topic 842): Section A – Leases: Amendments to the FASB Accounting Standards Codification;
Section B – Conforming Amendments Related to Leases: Amendments to the FASB Accounting Standards Codification; Section C
– Background Information and Basis for Conclusions.” ASC Update 2016-02 amends guidance related to the recognition,
measurement, presentation and disclosure of leases for lessors and lessees. This update is effective for fiscal years beginning
after December 15, 2018, including the interim periods within those years, with early adoption permitted. The Company is in the
process of evaluating the effect that ASU 2016-02 will have on the results of operations and financial statements.
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 2– SIGNIFICANT ACCOUNTING
POLICIES (continue)
ASC Update 2016-13 “
Financial Instruments
– Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments
”
In June 2016, the FASB issued
ASC Update 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.”
ASC Update 2016-13 revised the criteria for the measurement, recognition, and reporting of credit losses on financial instruments
to be recognized when expected. This update is effective for fiscal years beginning after December 15, 2019, including the interim
periods within those years, with early adoption permitted for fiscal years beginning after December 15, 2018, including interim
periods within those years. Adoption is not expected to have a material effect on its results of operations, financial position,
and cash flows.
ASC Update (ASU) No. 2016-09
"
Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting
"
In March 2016, the FASB has
issued ASC Update (ASU) No. 2016-09, "Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based
Payment Accounting". The amendments are intended to improve the accounting for employee share-based payments and affect all
organizations that issue share-based payment awards to their employees.
Several aspects of the accounting
for share-based payment award transactions are simplified, including: (a) income tax consequences; (b) classification of awards
as either equity or liabilities; and (c) classification on the statement of cash flows. The amendments also simplify two areas
specific to private companies.
For public companies, the amendments
are effective for annual periods beginning after December 15, 2016, and interim periods within those annual periods. Early adoption
is permitted in any interim or annual period periods (i.e., in the first quarter of 2017 for calendar year-end companies).
The Company is in the process
of assessing the impact, if any, of ASU 09-2016 on its financial statements.
NOTE 3 – CASH AND CASH EQUIVALENTS
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
US Dollars
|
|
|
US Dollars
|
|
|
|
|
|
|
|
|
Amounts held in U.S Dollar
|
|
|
233,531
|
|
|
|
46,510
|
|
Amounts held in other currencies
|
|
|
205,546
|
|
|
|
109,168
|
|
|
|
|
439,077
|
|
|
|
155,678
|
|
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 4 – OTHER CURRENT ASSETS
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
US Dollars
|
|
|
US Dollars
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
6,943
|
|
|
|
6,073
|
|
Other
|
|
|
13,931
|
|
|
|
20,944
|
|
|
|
|
20,874
|
|
|
|
27,017
|
|
NOTE 5 – PROPERTY AND EQUIPMENT, NET
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
US Dollars
|
|
|
US Dollars
|
|
|
|
|
|
|
|
|
Laboratory equipment
|
|
|
139,865
|
|
|
|
111,758
|
|
Computers
|
|
|
2,161
|
|
|
|
2,161
|
|
Vehicle
|
|
|
5,204
|
|
|
|
-
|
|
Furniture and equipment
|
|
|
10,299
|
|
|
|
8,639
|
|
|
|
|
157,529
|
|
|
|
122,558
|
|
Less - accumulated depreciation
|
|
|
(33,668
|
)
|
|
|
(12,973
|
)
|
Total property and equipment, net
|
|
|
123,861
|
|
|
|
109,585
|
|
Related depreciation expense
was $20,695 in 2016, $11,898 in 2015 and $434 in 2014.
NOTE 6 – OTHER CURRENT LIABILITIES
|
|
December 31,
|
|
|
|
2016
|
|
|
2015
|
|
|
|
US Dollars
|
|
|
US Dollars
|
|
|
|
|
|
|
|
|
Accrued payroll and related taxes
|
|
|
16,464
|
|
|
|
13,140
|
|
Provision for vacation
|
|
|
4,862
|
|
|
|
3,560
|
|
Accrued expenses and other
|
|
|
3,691
|
|
|
|
-
|
|
Related parties - current account
|
|
|
3,286
|
|
|
|
19,425
|
|
|
|
|
28,303
|
|
|
|
36,125
|
|
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 7 – WARRANTS LIABILITY, AT FAIR VALUE
The Company allocated approximately
$244,000 and $168,000, for the years ended December 31, 2016 and 2015, respectively, of proceeds from its units under the Private
Placement Memorandum ("PPM", See also Note 10.F. and 2.M.) to the fair value of 4,518,406 and 3,106,000 warrants issued
during 2016 and 2015, respectively, in connection with the PPM that are classified as a liability. The warrants are classified
as a liability because of provisions in such warrants that allow for the net cash settlement of such warrants in the event of certain
fundamental transactions, as defined in the warrant agreement (some of which are not considered solely within the control of the
Company). The valuation of the warrants is determined using the Black-Scholes Model. This model uses inputs such as the exercise
price of the warrant, volatility, risk free interest rate and expected life of the instrument. The Company has determined that
the warrants liability fair value measurement should be classified within Level 3 of the fair value hierarchy by evaluating each
input for the Black-Scholes Model against the fair value hierarchy criteria and using the lowest level of input as the basis for
the fair value classification. There are six inputs: price of the Company’s common stock on the day of evaluation; the exercise
price of the warrants; the remaining term of the warrants; the volatility of the Company’s common stock (subject to a predetermined
minimum as defined in the warrant agreement); annual rate of dividends; and the risk free rate of return. Of those inputs, the
exercise price of the warrants and the remaining term are readily observable in the warrants agreement. The annual rate of dividends
is based on the Company’s expectation of not declaring dividends during the term of the warrants. The price of the Company’s
common stock would fall under Level 2. The risk free rate of return is a Level 2 input, while the volatility is a Level 3 input
in accordance with the fair value accounting guidance. Since the lowest level input is a Level 3 input, the Company determined
the warrants liability fair value measurement is most appropriately classified within Level 3 of the fair value hierarchy. This
liability is subject to fair value mark-to-market adjustment each reporting period. The calculated value of the warrants liability
was determined using the Black-Scholes option-pricing model with the following assumptions: the initial warrants liability valuation
has an expected life of 3.0 years, expected annual minimum volatility of 100% and a risk free rate of 1.0%. The assumptions used
for the December 31, 2016 and 2015 warrants liability valuation was a weighted average expected life of 1.89 and 2.4 years as of
December 31, 2016 and 2015 respectively, expected annual minimum volatility of 100% and a risk free rate of 1.0%. As a result,
the Company recognized the change in the fair value of the warrant liability as a non-operating expense of $117,577 and $35,188
for the years ended December 31, 2016 and 2015, respectively. The resulting fair value of the warrant liability at December 31,
2016 and 2015 was $259,716 and $132,847, respectively, and is reflected in the accompanying balance sheets.
NOTE 8 – LONG-TERM LOANS FROM SHAREHOLDERS
During the years 2011-2014,
the Company received loans from shareholders (two separate lenders). The loans mature on December 31, 2019 and bear no interest.
The loans are denominated in New Israel Shekels (NIS) and are linked to the Israeli consumer price index as of January 1, 2015.
The loans may be prepaid by the Company from time to time according to the Company's cash availability.
During 2016, the Company repaid
one of the lenders an aggregated amount of $23,529 on account of the loan (2015 and 2014 – no repayments of the loans from
shareholders were made).
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 9 – COMMITMENT AND CONTINGENT LIABILITIES
|
A.
|
From
2012 through 2013, the Company received grants from the OCS (Office of the Chief Scientist) in the total amount of $162,017, for
its plans to develop a series of patient-friendly blood tests that enable the early detection of a variety of cancers (the “Development
Plan”). The Company is required to pay royalties to the OCS at a rate of 3% in the first three years and 3.5% starting from
the fourth year, of the proceeds from the sale of the Company's products arising from the Development Plan up to an amount equal
to $162,017, plus interest from the date of the grant. The total amount including interest is approximately $167,000. Such contingent
obligation has no expiration date. During 2016, the OCS approved further grants (under same terms) up to a maximum amount of approximately
$185,000, of which the Company received $110,220. The receipt of such amounts are dependent on numerous conditions being met.
|
|
B.
|
At
inception of the Company, the Company entered into a license agreement with B.G. Negev Technologies and Applications Ltd (a wholly
owned subsidiary of Ben Gurion University – Israel) & Mor Research Applications Ltd. (a wholly owned subsidiary of Clalit
Medical Services – Israel) [the “Licensors”] in which the Company obtained an exclusive world-wide license to
develop, research, commercialize, produce, market and sub-license, products based on the Licensors’ technology. The Company’s
technology is built on this license which is therefore material to the Company. According to the license agreement, future royalties
would be paid to the licensors based on the following royalty rates:
|
On net sales of:
|
|
%
|
|
·
leukemia related products
|
|
|
3.0
|
|
·
other products
|
|
|
2.5
|
|
·
in certain limited circumstances, rates may be reduced to
|
|
|
2.0
|
|
On fixed sublicense income (with no sublicense income on sales by sub licensee):
|
|
%
|
|
·
leukemia related products
|
|
|
20.0
|
|
·
other products
|
|
|
15.0
|
|
On fixed sublicense income (with sublicense income on sales by sub licensee):
|
|
%
|
|
·
leukemia related products
|
|
|
10.0
|
|
·
other products
|
|
|
7.5
|
|
Without any connection to the Company’s
income, the Company is required to pay minimum royalties to the Licensors according to the following schedule (subject to the termination
clause described below):
1. Year 2015 - $10,000
2. Year 2016 - $25,000
3. Year 2017 and
on - $50,000 per year.
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 9 – COMMITMENT AND CONTINGENT LIABILITIES (continue)
In any specific year, the total
royalties payable to the Licensors shall be the higher of:
|
·
|
the regular royalties based on the royalty rates as described above and
|
The minimum royalties will be paid
to the Licensors regardless of whether the Company succeeds in generating revenues from sales of the products arising from the
usage of the Licensors' technology.
The license agreement is for an
unlimited term, unless terminated earlier by either of the parties. Each party is entitled to terminate the agreement as a result
of a material breach or a failure to comply with a material term by the other party, as a result of liquidation or insolvency of
the other party ("Termination for Cause"). In addition, the Company is entitled to terminate the agreement if at any
time, during the period of 7 years following the effective date of the transaction, the Company, at its sole discretion, determines
that commercialization of the leukemia licensed products is not commercially viable. After such period, the Company is not entitled
to terminate this license agreement other than in accordance with the Termination for Cause provisions. As of December 31, 2016,
the Company had not yet reached a determination regarding the probability of the commercialization of the licensed products.
As this 7 years' period had not
passed as at December 31, 2016 and as the Company may terminate the agreement at any time, the Company accrued the amount of the
non-cancellable minimum royalties as a current liability, only in respect of the amounts owing until the end of December 31, 2016,
but did not recognize any future liability with respect to the commitment to pay minimum royalties to the Licensors for any future
periods.
After the balance sheet date, the
Company and the Licensors agreed on an amendment to the agreement in respect of the years 2015, 2016 and 2017, according to which
the minimum royalties payable to the Licensors shall be paid on the earlier of (i) August 1, 2017; and (ii) within 3 days following
the date on which the Company shall have received an equity investment with net proceeds of not less than $10,000,000.
|
C.
|
In
January 2015, the Company signed a one-year lease agreement for the lease of 108 sq.m. of office space in Rehovot, Israel for
a monthly consideration of NIS 6,780 (approximately $1,750). The lease was renewed by the Company for an additional term of two
years at NIS 7,000 (approximately $ 1,800) per month. Lease payments are linked to the Israeli CPI based on the CPI published
on February 15, 2015, which until December 31, 2016, has not changed significantly. The total future lease commitments from January
2017 and onwards (until December 2017) is approximately NIS 91,000 ($23,000).
|
|
D.
|
In
October 2015, the Company signed an agreement with a non-Israeli company to procure governmental and quasi-governmental grants
to support the research and development of the Company. The agreed upon fee for such service is totally dependent on the success
of obtaining such grants, so that the Company will never incur a net cost in this regard. After paying approximately $ 56,000
the Company will thereafter pay 10% of the grants received. During 2016 the Company received approximately $56,000, which was
paid out as per the above-mentioned agreement.
|
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 10 – SHAREHOLDERS' EQUITY
Convertible Preferred
Shares:
According to the Articles of
Association, which were revised on August 9, 2015, each preferred share shall entitle its holder to the following rights, until
such preferred share is converted into an ordinary share: (a) the right to receive notices and participate in general meetings,
vote there at, receive dividends whenever they are paid on the ordinary shares and to receive liquidation dividends from the assets
of the Company upon liquidation; (b) anti-dilution right that is not transferrable; and (c) the right to appoint one (1) director,
provided that the holder holds 5% or more of the issued share capital of the Company. During the reported periods all the issued
and outstanding preferred shares were held by Mr. Zigdon, the CEO of the Company.
Each preferred share shall be
automatically converted to one ordinary share and shall be entitled to all rights afforded to the ordinary shares on the occurrence
of the earlier of the following: (a) initial public offering of the securities of the Company or registration of the securities
of the Company for trade in Israel or abroad (b) the sale of all or substantially all the assets of the Company; (c) merger, in
case of a merger in which the Company is the surviving entity; or (d) sale of preferred shares by the holder to any third party.
For every 100 ordinary shares
issued by the Company, 5.25 additional preferred shares are issued to the holder of the preferred shares. During 2016 and 2015
the Company issued additional 237,276 and 96,195 respectively, preferred shares to Mr. Zigdon. During the years ended December
31, 2016 and 2015, the Company recorded a stock-based expense of $35,591 and $19,239, respectively, based on the fair value on
the issuance date, of these additional preferred shares issued. On March 16, 2017, after the balance sheet date, and following
the effective date of the registration of the securities of the Company for trade on OTCQB, the Company's General Meeting adopted
an Amended and Restated Articles of Association of the Company and approved the conversion of all preferred shares into ordinary
shares (total of 3,333,471 shares).
Ordinary Shares:
|
A.
|
Upon
inception the Company issued 3,000,000 Ordinary Shares of NIS 0.01 par value, which were held by the Company's CEO. Such Ordinary
Shares were converted to Convertible Preferred Shares as described below.
|
On January 29, 2012 the Company
issued to an investor 27,000,000 Ordinary Shares of NIS 0.01 par value, for the conversion of a $160,987 (NIS 600,000) loan.
As of that date it was agreed between
the investors who gained control over the Company and the then existing shareholder of the Company ("the former controlling
shareholder") that the respective shares of the former controlling shareholder would be converted into preferred shares. For
the preferred share rights and privileges refer to the beginning of Note 10 above.
|
B.
|
Effective
as of March 31, 2014, an investor was to be issued 123,900 ordinary shares in exchange for $57,356 (200,000 NIS) received by the
Company in February, 2014. Although these shares had not yet formally been issued by December 31, 2014, they have been included
in the shareholders’ deficit (as receipt on account of shares) and loss per ordinary share relating to 2014. These shares
were issued during 2015.
|
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 10 – SHAREHOLDERS' EQUITY (continue)
|
C.
|
On
October 7, 2014, the Company signed a share purchase agreement with certain investors for $350,593 in exchange for 9,000,000 ordinary
shares of NIS 0.01 par value.
|
As the investment was to be executed
in installments the 9,000,000 shares were issued to a trustee that would hold the shares in trust until fully paid by the investors.
The trustee released the shares to the investors following the completion of each significant transfer. As of December 31, 2014
the investor was entitled to 5,746,200 ordinary shares corresponding to an investment of $223,840. During 2015 all these shares
were released to the investors and the remaining purchase amount was paid.
|
D.
|
On
December 30, 2014 the Company signed a share purchase agreement with an investor for $50,000 in exchange for 606,000 ordinary
shares of NIS 0.01 per value.
|
|
E.
|
In
March 2015, the general meeting of the shareholders resolved to increase the registered share capital and performed a share split
so after the increase and share split, the registered share capital of the Company was increased from NIS 100,000 to NIS 10,000,000
divided into 990,000,000 ordinary shares par value NIS 0.01 each and 10,000,000 preferred shares par value NIS 0.01 each of the
Company. On this date the amended and restated articles of association were adopted. In March 2015, the board of directors approved
the grant of 29 bonus shares for each 1 share of the Company held by every shareholder. Unless otherwise noted, all shares and
per share amounts for all periods presented have been retroactively restated to reflect the split and the issuance of bonus shares.
|
|
F.
|
In
March 2015, the Company approved a private placement memorandum for a funding round of up to $ 2,000,000 and issuance of units
for a price of $ 0.20 for each unit consisting of: (A) 1 ordinary share par value NIS 0.01 and (B) 1 three-year warrant to purchase
1 ordinary share par value NIS 0.01 of the Company at a price of $ 0.50.
|
During 2016 and 2015 the Company
has raised the gross sum of $903,681 and $621,200, respectively, and issued 4,518,406 and 3,106,000, respectively, ordinary shares
par value NIS 0.01 each and warrants to purchase an equal number of ordinary shares par value NIS 0.01 each. The proceeds of such
units, net of related expenses, and net amounts allocated to the warrants recorded as a liability (see Notes 2.M. and 7), were
reflected in the shareholders' deficit, allocated between ordinary share capital and additional paid in capital, as applicable.
The proportional amount of related expenses associated with the warrants' portion of the units, has been recorded under finance
expenses.
|
G.
|
In
June 2015, the Company approved the issuance of 1,000,000 fully vested ordinary shares to Maxim Partners LLC (“Maxim”)
pursuant to an agreement entered with Maxim in April 2015 engaging Maxim to provide financial advisory and investment banking
services to the Company. The fair value (based on recent share issuances - see Note 10.F. above) of the issued shares of $200,000
was recorded as a stock-based expense, with a corresponding amount reflected in shareholders' deficit, allocated between ordinary
share capital and additional paid in capital, as applicable. Maxim is entitled to certain registration rights. Under the agreement,
in addition to the issuance of shares as mentioned above, the Company undertook to pay Maxim for such services, a fee of $10,000
per month, for the term of the agreement, accruing and payable only upon consummation of a financing transaction between the Company
and a third party introduced by Maxim, in addition to a fee for a transaction consummated with such third party as detailed in
the agreement and reimbursement of expenses in connection with such services provided. As no such financing transaction has yet
been consummated, no fee has yet been recorded. In addition, Maxim shall have a right of first offer for acting as lead book runner
in the event that the Company shall seek to raise additional capital by way of an offering – private or public. The agreement
is terminable by either party by a 30 days prior written notice.
|
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 10 – SHAREHOLDERS' EQUITY (continue)
|
H.
|
The
Company issued 18,120,000 ordinary shares to a trustee for a group of investors pursuant to a Share Purchase Agreement dated October
2014, as amended in August 2015, for an aggregate consideration of $150,000. As of December 31, 2014, the investors were not entitled
to any of these shares. During 2015, the balance of the $150,000 consideration has been paid to the Company and the trustee released
the shares to the group of investors.
|
|
I.
|
On
May 8, 2016, Company's CEO exercised 103,428 options granted under the 2015 Israeli Option plan (nee note 11 below) into 103,428
ordinary shares of the Company for total exercise price of $273.
|
Warrants and restricted
stock:
|
A.
|
On
October 18, 2016, the Company entered into a Consulting agreement with a consultant (the “Consultant”), pursuant to
which the Consultant will provide strategic cooperation and technology consulting for a period of two years from the date of the
agreement. Unless terminated, the agreements will be automatically renewed for consecutive one year periods. Based on the agreement,
the Company issued the Consultant 620,521 warrants to purchase ordinary shares of the Company at an exercise price of NIS 0.01
(approximately $0.0026) per share. The warrants expire 18 months following the commencement date. Out of the warrants, 232,696
warrants were immediately vested and the remaining are vested in 15 parts of 25,855 warrants starting October 31, 2016. The Company
evaluated the fair value of the warrants using the Black-Scholes option pricing model assuming a 1% risk free interest rate, 0%
dividend yield, expected term of 1.5 years and 100% volatility, and estimated the fair value of such warrants to be $91,490. As
of December 31, 2016 the Company recorded an expense related to the warrants issued of $45,746.
|
|
B.
|
On
June 20, 2016, the Company entered into a Consulting Service Agreement with PCG Advisory Group ("PCG"), pursuant to
which PCG shall provide the Company with markets advisory, investor relations and media strategies for a period of 6 months commencing
the date of the agreement. As consideration for the above services the Company agreed to pay PCG a monthly cash compensation in
the amount of $2,500. In addition, the Company shall issue PCG 50,000 ordinary shares for each calendar month. As of December
31,2016 such shares have not yet been issued. The Company recorded a related stock-based compensation expense of $48,750 based
on the fair value of the 325,000 shares the Company owes PCG as of December 31, 2016 and a corresponding credit to additional
paid-in capital.
|
NOTE 11 – STOCK OPTIONS
On January 11, 2016, the Company’s
Board of Directors approved and adopted the Todos Medical Ltd. 2015 Israeli Share Option Plan (the “2015 Plan”), pursuant
to which the Board may award options to purchase its ordinary shares to designated participants. Subject to the terms and conditions
of the 2015 Plan, the Board of Directors has full authority in its discretion, from time to time and at any time, to determine
(i) the designate participants; (ii) the terms and provisions of the respective Option Agreements, including, but not limited to,
the number of Options to be granted to each Optionee, the number of Shares to be covered by each Option, provisions concerning
the time and the extent to which the Options may be exercised and the nature and duration of restrictions as to the transferability
or restrictions constituting substantial risk of forfeiture and to cancel or suspend awards, as necessary; (iii) determine the
Fair Market Value of the Shares covered by each Option; (iv) make an election as to the type of Approved 102 Option under Israeli
IRS law; (v) designate the type of Options; (vi) take any measures, and to take actions, as deemed necessary or advisable for the
administration and implementation of the 2015 Plan; (vii) interpret the provisions of the 2015 Plan and to amend from time to time
the terms of the 2015 Plan.
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 11 – STOCK OPTIONS AND WARRANTS
(continue)
The 2015 Plan permits the grant
of up to 6,000,000 options to purchase ordinary shares subject to adjustments set in the 2015 Plan.
The following table presents
the Company’s stock option activity for employees and directors of the Company for the year ended December 31, 2016:
|
|
Number of
Options
|
|
|
Weighted
Average
Exercise Price
|
|
Outstanding at December 31,2015
|
|
|
-
|
|
|
|
-
|
|
Granted
|
|
|
2,172,033
|
|
|
|
0.0026
|
|
Exercised
|
|
|
103,428
|
|
|
|
0.0026
|
|
Forfeited or expired
|
|
|
-
|
|
|
|
-
|
|
Outstanding at December 31,2016
|
|
|
2,068,605
|
|
|
|
0.0026
|
|
Number of options exercisable at December 31, 2016
|
|
|
439,580
|
|
|
|
0.0026
|
|
The fair value of options granted
was estimated at the dates of grant using the Black-Scholes option pricing model. The following are the data and assumptions
used:
|
|
%
|
|
Dividend yield
|
|
|
0
|
|
Expected volatility (%) (*)
|
|
|
100
|
%
|
Risk-free interest rate (%)
|
|
|
0.94
|
%
|
Expected term (years) (**)
|
|
|
2.5
|
|
Exercise price (US dollars)
|
|
|
0.0026
|
|
Stock price (US dollars) (***)
|
|
|
0.15
|
|
The aggregate fair value of
the grant was $160,187
.
|
(*)
|
Due
to the low trading volume of the Company’s Common Stock, the expected volatility was based on the historical volatility
of the share price of other public companies that operate in the same industry sector as the Company.
|
|
(**)
|
Due
to the fact that the Company does not have sufficient historical exercise data, the expected term was determined based on the
"simplified method" in accordance with SEC Staff Accounting Bulletin No. 110.
|
|
(***)
|
The
Common Stock price, per share for the year ended December 31, 2016 reflects the Company’s management’s estimation
of the fair value per share of Common Stock. In reaching its estimation for December 31, 2016, management considered, among other
things, the valuation of the issuance of the shares under the private placement (see Note 10-F above)
|
Costs incurred in respect of
stock-based compensation for employees and directors, for the year ended December 31, 2016, amounted to $80,094.
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 11 – STOCK OPTIONS AND WARRANTS
(continue)
The following table summarizes
information about options to employees, officers and directors outstanding at December 31, 2016 under the plan:
|
|
|
Options Outstanding
|
|
|
Vested and Exercisable
|
|
Exercise Price
|
|
|
Number of
Option
|
|
|
Weighted Average
Remaining Contractual
Life (Years)
|
|
|
Number of Option
|
|
|
Weighted
Average
Exercise Price
|
|
|
0.0026
|
|
|
|
2,068,605
|
|
|
|
4.03
|
|
|
|
439,580
|
|
|
|
0.0026
|
|
|
|
|
|
|
2,068,605
|
|
|
|
4.03
|
|
|
|
439,580
|
|
|
|
0.0026
|
|
As of December 31, 2016 the
aggregated intrinsic value for the options vested and exercisable was $64,795 with a weighted average remaining contractual life
of 4.03 years.
The unrecognized compensation
expense calculated under the fair value method for the stock options expected to vest as of December 31, 2016 is $240,242 and is
expected to be recognized over a weighted average period of 1 year.
The weighted average grant date
fair value of the options granted in 2016 was $0.147.
NOTE 12 – RESEARCH AND DEVELOPMENT EXPENSES, NET
|
|
Year ended December 31
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
US Dollars
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and related expenses
|
|
|
136,578
|
|
|
|
166,849
|
|
|
|
215,315
|
|
Stock-based compensation
|
|
|
48,056
|
|
|
|
-
|
|
|
|
-
|
|
Professional fees
|
|
|
56,377
|
|
|
|
53,750
|
|
|
|
75,566
|
|
Laboratory and materials
|
|
|
124,748
|
|
|
|
50,858
|
|
|
|
18,828
|
|
Patent expenses
|
|
|
24,956
|
|
|
|
51,846
|
|
|
|
24,292
|
|
Royalties (*)
|
|
|
50,000
|
|
|
|
35,000
|
|
|
|
-
|
|
Depreciation
|
|
|
20,526
|
|
|
|
11,369
|
|
|
|
434
|
|
Travel expenses
|
|
|
19,419
|
|
|
|
-
|
|
|
|
2,039
|
|
Insurance and other expenses
|
|
|
3,293
|
|
|
|
4,351
|
|
|
|
-
|
|
|
|
|
483,953
|
|
|
|
374,023
|
|
|
|
336,474
|
|
Less: Grants from the OCS and others
|
|
|
(166,046
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
317,907
|
|
|
|
374,023
|
|
|
|
336,474
|
|
(*) liability for minimum royalties - see Note 9B.
|
|
|
|
|
|
|
|
|
|
|
|
|
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 13 – GENERAL AND ADMINISTRATIVE EXPENSES
|
|
Year ended December 31
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
US Dollars
|
|
|
|
|
|
|
|
|
|
|
|
Salaries and related expenses
|
|
|
45,717
|
|
|
|
12,328
|
|
|
|
-
|
|
Stock-based compensation
|
|
|
162,124
|
|
|
|
219,239
|
|
|
|
-
|
|
Rent and maintenance
|
|
|
4,937
|
|
|
|
6,208
|
|
|
|
26,715
|
|
Office
|
|
|
4,827
|
|
|
|
3,995
|
|
|
|
3,697
|
|
Communication and investor relations
|
|
|
9,622
|
|
|
|
16,945
|
|
|
|
1,126
|
|
Professional fees (*)
|
|
|
156,268
|
|
|
|
193,794
|
|
|
|
22,522
|
|
Vehicle
|
|
|
22,343
|
|
|
|
-
|
|
|
|
-
|
|
Other
|
|
|
5,144
|
|
|
|
4,448
|
|
|
|
10,312
|
|
(*) includes listing expenses
|
|
|
410,982
|
|
|
|
456,957
|
|
|
|
64,372
|
|
NOTE 14 – FINANCING (INCOME) EXPENSES, NET
|
|
Year ended December 31
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
US Dollars
|
|
|
|
|
|
|
|
|
|
|
|
Change in fair value of warrants liability
|
|
|
(117,577
|
)
|
|
|
(35,188
|
)
|
|
|
-
|
|
Expenses related to issuing warrants
|
|
|
34,272
|
|
|
|
23,233
|
|
|
|
-
|
|
Exchange rate differences and other finance costs
|
|
|
7,877
|
|
|
|
(484
|
)
|
|
|
(78,779
|
)
|
Financing (income) expenses, net
|
|
|
(75,428
|
)
|
|
|
(12,439
|
)
|
|
|
(78,779
|
)
|
NOTE 15 – INCOME TAX
The Company files its income
tax report in the state of Israel and is subject to taxation laws applicable in Israel.
|
A.
|
On
July 30, 2013, the Israeli parliament approved the Law for the Change in National Priorities (Legislative Amendments to Achieve
Budgetary Goals for 2013 and 2014) – 2013 (hereinafter – the “Law for the Change in National Priorities”),
which, among other things increased the standard Israeli corporate income tax rate from 25% to 26.5% effective as of January 1,
2014.
|
On January 4, 2016, the Israeli
parliament passed the Law for Amendment of the Income Tax Ordinance No. 216, which, among other things reduced the standard Israeli
corporate income tax rate from 26.5% to 25% effective as of January 2016.
In December 2016, the Israeli parliament
passed the Economic Efficiency Law (Legislative Amendments to Achieve Budget Targets for the 2017 and 2018 Budget), which set a
further reduction of corporate tax from 25% to 23%. The provisions of the law included a Temporary Order stipulate that the corporate
tax rate in 2017 will be 24%. As a result, the corporate tax rate that will apply in 2017 will be 24% and the corporate tax rate
that will take effect from 2018 onwards will be 23%
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 15 – INCOME TAX (continue)
|
B.
|
The
Company has not received final tax assessments since its inception.
|
|
C.
|
As
of December 31, 2016, the Company has carry forward losses for Israeli income tax purposes of approximately $2.1 million which
can be offset against future taxable income for an indefinite period of time.
|
|
D.
|
Deferred
taxes result primarily from temporary differences in the recognition of certain revenue and expense items for financial and income
tax reporting purposes. Significant components of the Company's future tax assets are as follows:
|
|
|
Year ended December 31
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
Composition of deferred tax assets:
|
|
US Dollars
|
|
|
|
|
|
|
|
|
|
|
|
Provision for vacation
|
|
|
1,216
|
|
|
|
943
|
|
|
|
2,675
|
|
Non capital loss carry forwards
|
|
|
530,306
|
|
|
|
445,741
|
|
|
|
292,000
|
|
Valuation allowance
|
|
|
(531,522
|
)
|
|
|
(446,684
|
)
|
|
|
(294,675
|
)
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
NOTE 16 – LOSS PER ORDINARY SHARE
The loss and the weighted average
number of ordinary shares used in computing basic and diluted loss per ordinary share for the years ended December 31, 2016, 2015
and 2014, are as follows:
|
|
Year ended December 31
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
US Dollars
|
|
|
|
|
|
|
|
|
|
|
|
Loss for the year
|
|
|
653,461
|
|
|
|
818,541
|
|
|
|
322,067
|
|
Less: Loss attributed to preferred shares
|
|
|
32,483
|
|
|
|
51,084
|
|
|
|
30,721
|
|
Loss for the year attributable to ordinary shareholders
|
|
|
620,978
|
|
|
|
767,457
|
|
|
|
291,346
|
|
|
|
Year ended December 31
|
|
|
|
2016
|
|
|
2015
|
|
|
2014
|
|
|
|
Number of shares
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average number of ordinary shares outstanding attributable to ordinary shareholders
|
|
|
62,467,556
|
|
|
|
45,190,017
|
|
|
|
28,450,908
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 16 – LOSS PER ORDINARY SHARE (continue)
During the years ended December
31, 2016 and 2015, 4,518,406 and 3,106,000, three year warrants, respectively, were issued - as described in Note 7. These warrants
are participating securities as described in Note 2.J., but were not taken into account in calculating either the basic or diluted
loss per ordinary share, as their effect was anti-dilutive. During the years ended December 31, 2015 and 2014 there were no other
potential instruments (except for the convertible preferred shares).
During the year ended December
31, 2016, the total weighted average number of ordinary shares related to outstanding options and warrants excluded from the calculation
of the diluted loss per share was 1,182,066.
NOTE 17 – RELATED PARTIES
|
A.
|
Effective
as of May 1, 2015, the Company entered into an employment agreement with Mr. Rami Zigdon, the current chief executive officer
of the Company, who owns all the Company’s preferred shares. From the Company’s inception to the effective date of
the agreement, Mr. Zigdon provided the Company with management services as an independent contractor. As of the effective date
of the agreement, Mr. Zigdon is employed as chief executive officer on a full time basis. The agreement may be terminated by either
party by ninety days written notice or by the Company under exceptional circumstances as detailed in the agreement. Pursuant to
the agreement, Mr. Zigdon is entitled to a gross monthly salary of NIS 15,000 (approximately $3,900) linked to the Israeli CPI
known at the effective date of the agreement as well as reimbursement of vehicle expenses up to an annual amount of NIS 16,000
(approximately $4,200). The gross monthly salary shall be increased to NIS 25,000 (approximately $ 6,600) from the date on which
the Company shall have cash in its bank account of least NIS 3,500,000 (approximately $ 920,000) (the "Triggering Date")
that is sourced from capital injections/non-repayable amounts only, as confirmed by the Company’s CFO. In the event that
during the term of the agreement, on a certain date the Company shall have at least NIS 4,000,000 (approximately $1,050,000) cash
in its bank account that is sourced from capital injection/non-repayable amounts only, as confirmed by the Company’s CFO,
Mr. Zigdon shall be entitled to a payment in the sum of NIS 12,333 (approximately $ 3,200) multiplied by the number of calendar
months that had passed from the effective date of the agreement and until the month ending prior to the Triggering Date. In addition,
Mr. Zigdon is entitled to participate in the Company's incentive program that will be adopted by the Company. Furthermore, Mr.
Zigdon will be entitled to options to purchase Company shares all subject to an option plan to be adopted by the appropriate organs
of the Company. The number of options, vesting and such other terms of grant of the options are detailed in Note 17.B. below.
Mr. Zigdon is entitled to customary fringe benefits under Israeli laws. If the agreement is terminated by the Company, other than
for "cause" as defined in the agreement, Mr. Zigdon shall be entitled to an adjustment bonus equal to 3 times the last
gross monthly salary or in the event that the Company will have more than $ 3 Million cash in hand, the adjustment bonus shall
be equal to 6 times his last gross monthly salary. The agreement contains provisions regarding non-competition, confidentiality
of information and assignment of inventions.
|
As of December 2016, none of these
targets have been achieved so no additional compensation has been accrued.
TODOS MEDICAL LIMITED
NOTES TO FINANCIAL STATEMENTS
NOTE 17 – RELATED PARTIES (continue)
|
B.
|
As
part of the 2015 Plan described in Note 11 above, on January 11, 2016, the Board of Directors of the Company approved the issuance
of share options to three employees, including our CEO and CTO, at an exercise price of NIS 0.01 per share. Mr. Zigdon received
1,241,163 options of which, half vest over a period of twenty-four months, subject only to a service condition, and half of the
options vest upon the achievement of 8 milestones which includes, among others, closing of equity financing of at least $2,000,000,
obtaining FDA approval for the performance of clinical trials and other clinical measurements. Milestones which are not met within
48 months from the date of the grant shall expire. The fair value of the stock options granted to Mr. Zigdon was estimated at
$183,049 (see Note 11 above). On May 8, 2016, Mr. Zigdon exercised 103,428 vested options into ordinary shares for total exercise
price of $273. All of the options expire on January 11, 2021. Compensation expenses recognized for the awards subject to performance
conditions commence when the Company determines that achievement of the performance conditions is probable.
|
|
C.
|
Moshe
Schlisser (a director as of February 27, 2016) and Ephraim Schlisser (Moshe’s father) hold managerial positions with a company
named A.S. Ivor Israel Ltd. (“Ivor”). Ivor was assigned its rights and obligations from Iberica Investments LLC (“Iberica”),
which was a party to a 2015 consulting agreement pursuant to which Iberica agreed to provide assistance with the Company’s
fundraising. During the years ended December 31, 2016 and 2015, the Company has paid Ivor and Iberica approximately $90,000 and
$63,000, respectively, pursuant to this consulting agreement.
|
|
D.
|
Crow
Technologies 1977 Ltd., a company engaged in the manufacturing of plastics and electronic components, has an exclusive right to
manufacture products for the Company (and any component of the products) for a price that is higher by 50% to that of the market
prices of manufacturing such products or components in Israel. As of the date hereof, Crow Technologies has not exercised its
exclusive right. The products of the Company do not have any electronic parts. While the Company’s products developed through
the current date, do have plastic parts, the cost of these parts approximate $0.10 per unit. The Company believes that the exclusive
right held by Crow Technologies is immaterial to the ultimate price for which the Company will sell its products or even the overall
estimated cost of production of its products.
|
NOTE 18 – SUBSEQUENT EVENTS
|
A.
|
On
March 16, 2017, after the balance sheet date, and following the effectiveness of the registration of the securities of the Company
for trade, the Company's General Meeting adopted an Amended and restated Articles of Association of the Company and approved the
conversion of all preferred shares into ordinary shares (total of 3,333,471 shares). See also Note 10 above.
|
TODOS MEDICAL LIMITED
59,129,142 Ordinary Shares
Prospectus
The Date of This Prospectus is June 28,
2017
Todos Med (CE) (USOTC:TOMDF)
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