Statement of Ownership (sc 13g)
15 Setembro 2021 - 5:18PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
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TODOS
MEDICAL LTD.
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|
(Name
of Issuer)
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ORDINARY
SHARES OF NIS 0.01 PAR VALUE EACH
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|
(Title
of Class of Securities)
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|
September
1, 2021
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(Date
of Event which Requires Filing of This Statement)
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Check
the appropriate box to designate the rule pursuant to which this Schedule is filed:
☐ Rule
13d-1(b)
☒ Rule 13d-1(c)
☐ Rule
13d-1(d)
The
information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18
of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the Notes).
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1.
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NAMES
OF REPORTING PERSONS
Leonite
Fund I, LP
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|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b) ☐
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|
3.
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SEC
USE ONLY
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4.
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CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
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NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
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5.
|
SOLE
VOTING POWER
|
|
6.
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SHARED
VOTING POWER
67,418,411
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7.
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SOLE
DISPOSITIVE POWER
|
|
8.
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SHARED
DISPOSITIVE POWER
67,418,411
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,418,411
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.50%(1)
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12.
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TYPE
OF REPORTING PERSON
PN
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|
|
(1)
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Based
on 793,252,325 ordinary shares of the Issuer outstanding as of September 10, 2021, according
to otcmarkets.com.
|
|
1.
|
NAMES
OF REPORTING PERSONS
Leonite
Advisors LLC
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) ☐
(b)
☐
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
Delaware
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5.
|
SOLE
VOTING POWER
|
|
6.
|
SHARED
VOTING POWER
67,418,411
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
8.
|
SHARED
DISPOSITIVE POWER
67,418,411
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,418,411
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.50%(1)
|
|
12.
|
TYPE
OF REPORTING PERSON
PN
|
|
|
(2)
|
Based
on 793,252,325 ordinary shares of the Issuer outstanding as of September 10, 2021, according
to otcmarkets.com.
|
|
1.
|
NAMES
OF REPORTING PERSONS
Avi
Geller
|
|
2.
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
☐
(b)
☐
|
|
3.
|
SEC
USE ONLY
|
|
4.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
United
States
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
EACH
REPORTING
PERSON
WITH:
|
5.
|
SOLE
VOTING POWER
|
|
6.
|
SHARED
VOTING POWER
67,418,411
|
|
7.
|
SOLE
DISPOSITIVE POWER
|
|
8.
|
SHARED
DISPOSITIVE POWER
67,418,411
|
|
9.
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
67,418,411
|
|
10.
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES ☐
|
|
11.
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
8.50%(1)
|
|
12.
|
TYPE
OF REPORTING PERSON
IN
|
|
|
(1)
|
Based
on 793,252,325 ordinary shares of the Issuer outstanding as of September 10, 2021, according
to otcmarkets.com.
|
Item
1.
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(a)
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Name of Issuer:
Todos Medical Ltd.
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|
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(b)
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Address of Issuer’s principal executive offices:
121 Derech Menachem Begin, 30th Floor, Tel Aviv, 6701203 Israel
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Item
2.
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(a)
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Name of person filing:
This statement is being jointly filed by Leonite Fund I, LP, a Delaware limited partnership (“Leonite Fund”), Leonite Advisors LLC, a Delaware limited liability company (“Leonite Advisors”), and Avi Geller, an individual (each, a “Reporting Person”).
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(b)
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Address of the principal business office or, if none, residence:
The
principal business address of each Reporting Person is 1 Hillcrest Center Dr, Suite 232, Spring Valley, NY 10977.
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(c)
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Citizenship:
Leonite
Fund is a Delaware limited partnership
Leonite
Advisors is a Delaware limited liability company
Mr.
Geller is a United States citizen.
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(d)
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Title of class of securities:
Ordinary Shares of NIS 0.01 Par Value Each
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(e)
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CUSIP No.:
M8790Y108
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Item 3.
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If
this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check
whether the person filing is a:
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(a)
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☐
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Broker or dealer registered under
section 15 of the Act (15 U.S.C. 78o).
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(b)
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☐
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C.
78c).
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(c)
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☐
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Insurance company as defined in section 3(a)(19) of
the Act (15 U.S.C. 78c).
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(d)
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☐
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Investment company registered under section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
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(e)
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☐
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An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);
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(f)
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☐
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An employee benefit plan or endowment fund in accordance
with §240.13d-1(b)(1)(ii)(F);
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(g)
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☐
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A parent holding company or control person in accordance
with §240.13d-1(b)(1)(ii)(G);
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(h)
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☐
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A savings associations as defined in Section 3(b) of
the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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☐
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A church plan that is excluded from the definition
of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
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(j)
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☐
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A non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J);
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(k)
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☐
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Group, in accordance with §240.13d-1(b)(1)(ii)(K).
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If
filing as a non-U.S. institution in accordance with §240.13d-1(b)(1)(ii)(J), please specify the type of institution:
Provide
the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.
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(a)
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Amount
beneficially owned:
Leonite
Fund directly owns 67,418,411 ordinary shares
of the Issuer. Leonite Advisors is the Manager of Leonite Fund and may be deemed to be the beneficial owner of securities held by
it. Mr. Geller is the Managing Member of Leonite Advisors and may be deemed to be the beneficial owner of securities held by it.
As a result, each of Leonite Advisors and Mr. Geller may be deemed to be an indirect beneficial owner of the shares held directly
by Leonite Fund. Mr. Geller disclaims beneficial ownership in such shares, except to the extent of his pecuniary interest therein.
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(b)
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Percent
of class:
The
67,418,411 ordinary
shares represent approximately 8.50% of the Issuer’s outstanding ordinary shares based on 793,252,325 ordinary shares
outstanding as of September 3, 2021, according to otcmarkets.com.
|
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(c)
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Number of shares as to which the person
has:
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(i)
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Sole power to vote or to direct
the vote:
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0
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(ii)
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Shared power to vote or to direct the vote:
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67,418,411
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(iii)
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Sole power to dispose or to direct the disposition
of:
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0
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(iv)
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Shared power to dispose or to direct the disposition
of:
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67,418,411
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Item 5.
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Ownership
of 5 Percent or Less of a Class.
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If
this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner
of more than 5 percent of the class of securities, check the following [ ].
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Item 6.
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Ownership
of More than 5 Percent on Behalf of Another Person.
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Not
applicable.
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Item 7.
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Identification
and Classification of the Subsidiary Which Acquired the Security Being Reported on by the
Parent Holding Company or Control Person.
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Not
applicable.
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Item 8.
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Identification
and Classification of Members of the Group.
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Not
applicable.
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Item 9.
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Notice
of Dissolution of Group.
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Not
applicable.
By
signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not
held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired
and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely
in connection with a nomination under §240.14a-11.
Attached as Exhibit 1 hereto is a Joint Filing Agreement executed by each Reporting Person.
SIGNATURES
After
reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete
and correct.
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Dated: September 15, 2021
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Leonite Fund I, LP
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By: Leonite Advisors LLC, its Manager
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By:
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/s/ Avi Geller
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Name:
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Avi Geller
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Title:
|
Managing Member
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Leonite Advisors LLC
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|
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|
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By:
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/s/ Avi Geller
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Name:
|
Avi Geller
|
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Title:
|
Managing Member
|
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/s/ Avi Geller
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Avi Geller
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7
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