Amended Statement of Beneficial Ownership (sc 13d/a)
15 Março 2023 - 11:02AM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1) *
Todos
Medical Ltd.
(Name
of Issuer)
Ordinary
Shares, par value NIS 0.01 per share
(Title
of Class of Securities)
M8790Y108
(CUSIP
Number)
Strategic
Investment Holdings, LLC
875
Carretera 693, Suite 201
Dorado,
PR 00646
Tel:
(787) 626-6500
(Name/Address/Telephone
Number of Person Authorized to Receive Notices and Communications)
March
13, 2023
(Date
of Event which Requires Filing of this Statement)
If
the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].
Note:
Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule
13d-7(b) for other parties to whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject
class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover
page.
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).
SCHEDULE
13D
| CUSIP
No. M8790Y108 |
|
Page
2 of 5 |
| 1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Strategic
Investment Holdings, LLC (ID 82-1548155) |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[ ] |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada,
USA |
Number
of
shares
beneficially
owned
by each
reporting
person
with |
7 |
SOLE
VOTING POWER
78,600,000 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
78,600,000 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,600,000 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.14% |
| 14 |
TYPE
OF REPORTING PERSON
CO |
| CUSIP
No. M8790Y108 |
|
Page
2 of 5 |
| 1 |
NAME
OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)
Robb
Rill |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a)
[ ]
(b)
[ ] |
| 3 |
SEC
USE ONLY
|
| 4 |
SOURCE
OF FUNDS (SEE INSTRUCTIONS)
OO |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] |
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION
Nevada,
USA |
Number
of
shares
beneficially
owned
by each
reporting
person
with |
7 |
SOLE
VOTING POWER
78,600,000 |
| 8 |
SHARED
VOTING POWER
0 |
| 9 |
SOLE
DISPOSITIVE POWER
78,600,000 |
| 10 |
SHARED
DISPOSITIVE POWER
0 |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
78,600,000 |
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS) [ ]
|
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.14% |
| 14 |
TYPE
OF REPORTING PERSON
IN |
Explanatory
Note
This
Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on
February 17, 2023. Except as otherwise specified in this Amendment No. 1, all items left blank remain unchanged in all material respects.
Capitalized terms used herein but not defined have the respective meanings ascribed to them in the Schedule 13D.
Item
1. Security and Issuer
This
Schedule 13D relates to the common shares of Todos Medical Ltd. (the “Company”). The address of the principal executive office
of the Company is 121 Derech Menachem Begin, 30th Floor, Tel Aviv, 6701203 Israel.
Item
2. Identity and Background
| |
(a) |
This
Schedule 13D is filed by Strategic Investment Holdings, LLC, a Nevada limited liability company, (“SIH”) and Robb Rill,
the manager of SIH, (the “Manager”), (SIH and the Manager are collectively referred to as the “Reporting Persons”). |
| |
(b) |
The
Reporting Persons’ principal business and principal office address is 875 Carretera 693, suite 201, Dorado, PR 00646. |
| |
(c) |
SIH
is a private investor whose principal occupation is making private investments. The Manager is the manager of SIH. |
| |
(d) |
During
the last five years, the Reporting Persons have not been convicted in a criminal proceeding. |
| |
(e) |
During
the last five years, the Reporting Persons have not been a party to a civil proceeding of any judicial or administrative body of
competent jurisdiction as a result of which neither it nor either of them was or is subject to a judgment, decree or final order
enjoining future violations at, or prohibiting or mandating activities subject to, federal or state securities laws or finding any
violation with respect to such laws. |
| |
(f) |
SIH
is domiciled in the state of Nevada. |
Item
3. Source and Amount of Funds or Other Consideration
The
sale of 72,804,000 shares of the Company reported hereunder were issued to SIH as payment for $1,097,000 of a $3,500,000
Convertible Note issued by the Company as partial payment for the Company’s purchase of Provista Diagnostics, Inc from SIH.
Item
4. Purpose of Transaction
The
Reporting Persons acquired the 72,804,000 shares of the Company reported as sold hereunder as payment for the Company’s
purchase of Provista Diagnostics, Inc.
Item
5. Interest in Securities of the Issuer
Item
5 of this 13D is amended and supplemented as follows:
| |
(a) |
The
Reporting Persons beneficially own 78,600,000 common shares of the Company. In determining the percentage ownership of the
outstanding common shares, the Reporting Persons are relying on the most recently available information obtained from the Company’s
transfer agent and published by the OTC Markets which indicates 1,899,770,981 common shares are outstanding as of March
10, 2023. Based on the foregoing, The Reporting Person’s ownership represents approximately 4.14% of the outstanding
common shares. The Manager is deemed to be the beneficial owner of all shares owned by SIH. |
| |
|
|
| |
(b) |
Subject
to the above discussion, SIH has sole power to vote and dispose of 78,600,000 common shares; and the Manager has complete
power to vote and dispose of the 78,600,000 common shares held by SIH. |
| |
(c) |
The
Reporting Persons have effected the following transactions in securities not previously reported.
All sales were effected by such Reporting Person in public market transactions.
|
| Name
of Security | |
Purchase
or Sale | |
Date | | |
Number
of Shares | | |
Price
per Share | |
| Common
Stock | |
Sale | |
3/01/2023 | | |
| 1,000,000 | | |
$ | .002 | |
| Common
Stock | |
Sale | |
3/02/2023 | | |
| 4,800,000 | | |
$ | .001906 | |
| Common
Stock | |
Sale | |
3/03/2023 | | |
| 1,200,000 | | |
$ | .0019 | |
| Common
Stock | |
Sale | |
3/06/2023 | | |
| 1,200,000 | | |
$ | .0017 | |
| Common
Stock | |
Sale | |
3/07/2023 | | |
| 500,000 | | |
$ | .00168 | |
| Common
Stock | |
Sale | |
3/08/2023 | | |
| 2,700,000 | | |
$ | .001511 | |
| Common
Stock | |
Sale | |
3/10/2023 | | |
| 36,004,000 | | |
$ | .00108 | (1) |
| Common
Stock | |
Sale | |
3/13/2023 | | |
| 25,400,000 | | |
$ | .000835 | (2) |
| (1) | Reflects
the weighted average sales price. These shares were sold in multiple transactions at prices
ranging from $.001 to $.0014, inclusive. The reporting person undertakes to provide the staff
of the SEC, upon request, full information regarding the number of shares sold at each separate
price within such range. |
| (2) | Reflects
the weighted average sales price. These shares were sold in multiple transactions at prices
ranging from $.0007 to $.001, inclusive. The reporting person undertakes to provide the staff
of the SEC, upon request, full information regarding the number of shares sold at each separate
price within such range. |
| |
(d) |
No
person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, the 78,600,000 common shares beneficially held by the Reporting Persons. |
| |
|
|
| |
(e) |
N/A. |
Signature
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.
| March
15, 2023 |
/s/
Robb Rill |
| Date |
Signature |
| |
Robb
Rill, Managing Director |
| |
Strategic
Investment Holdings, LLC |
| |
Name/Title |
| |
|
| March
15, 2023 |
/s/
Robb Rill |
| Date |
Name/Title |
Todos Med (CE) (USOTC:TOMDF)
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