Todos Medical Announces Voting Results from 2019 Annual Shareholder Meeting
BY GlobeNewswire
— 8:52 AM ET 05/03/2019
REHOVOT, Israel and NEW YORK, May 03, 2019 (GLOBE NEWSWIRE) -- Todos Medical Ltd. (TOMDF) , a clinical-stage in-vitro diagnostics company focused on the development of blood tests for the early detection of cancer and neurodegenerative disorders, such as Alzheimer's disease, today announced that Todos Medical’s Annual Shareholder Meeting was held on Monday, April 29, 2019.
Shareholders adopted all of the proposals submitted for their approval. The proposals included:
Approval of completion of acquisition of Breakthrough Diagnostics, Inc. from Amarantus Bioscience Holdings, Inc. (AMBS)
Approval of loan conversion transaction with a current debt holder to convert $350,000 in debt to an equity position.
Re-election of the Board of Directors.
Adoption of a Compensation Policy for the Company.
Re-appointment of Fahn Kanne & Co. Grant Thornton, Israel as the Company’s independent auditor.
“This has been an exciting year for Todos Medical (TOMDF) as we have moved forward on many key initiatives. The highlights of which are the advancement of our technology to the point of beginning the commercialization phase of our breast cancer screening product as well as the acquisition of Breakthrough Diagnostics, Inc., which expands our technology to the field of neurodegenerative disorders,” said Dr. Herman Weiss, President & CEO of Todos. “I would like to thank our entire team for their tremendous efforts in helping Todos Medical (TOMDF) further its core objective of developing blood tests for the early detection of cancer and neurodegenerative disorders, such as Alzheimer's disease.”
Filing
Submission of Matters to a Vote of Security Holders
On April 29, 2019, the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved the following proposals:
(1) The approval of a reverse share split of the Company’s ordinary shares within a range of 10:1 to 150:1, to be effective at the ratio and on a date to be determined by the Board of Directors of the Company, and to amend the Articles of Association of the Company accordingly;
(2) The approval of a change of control transaction with Amarantus Bioscience Holdings, Inc. (“Amarantus”), currently a 19.99% shareholder of the Company, whereby the Company will issue to Amarantus an additional thirty percent (30%) of the Company in exchange for obtaining Amarantus’s 80.01% ownership stake in our jointly-owned subsidiary Breakthrough Diagnostics, Inc. (“Breakthrough”), such that upon consummation of the transaction the Company will own 100% of Breakthrough and Amarantus will own 49.99% of the Company;
(3) The approval of a related-party, loan conversion transaction with Sorry Doll Ltd., a company owned by Assaf Gold, and S.B Nihul Mekarkein Ltd. (together, the “Assignees”), pursuant to which the Company will convert the Assignees’ existing loan to the Company in the amount of approximately US$350,000 into 3,500,000 Ordinary Shares of the Company, par value NIS 0.01, at a conversion price of ten cents (US$0.10) per share, and grant to each of the Assignees an option to purchase 3,500,000 Ordinary Shares of the Company, par value NIS 0.01, at an exercise price of twenty cents (US$0.20) per share;
(4) The approval of the entry by the Company into a related-party, distribution agreement with Care G. B. Plus Ltd. (“Care”), a company fifty-percent owned by Assaf Gold, pursuant to which the Company will appoint Care as its exclusive distributor in Israel for the Company’s breast cancer screening products;
(5) The ratification of the entry by the Company into a related-party, convertible bridge loan transaction with DPH Investments Ltd. (“DPH”), pursuant to which DPH provided the Company with a convertible bridge loan in the principal amount of $28,000;
(6) The approval of the compensation package of Dr. Herman Weiss, the Company’s Chief Executive Officer;
(7) The approval of the adoption by the Company of an executive compensation policy, in accordance with the requirements of Israeli law;
(
The re-election of the following six directors, each to hold office until the Company’s 2020 Annual General Meeting of Shareholders: Herman Weiss, Rami Zigdon, Alon Ostrovitzky, Moshe Schlisser, Moshe Abramovitz, and Colin Bier; and
(9) The re-appointment of Fahn Kanne & Co. Grant Thornton Israel as the Company’s independent auditor for the year ending December 31, 2019.
http://investor.todosmedical.com/node/6636/html
Aloha
BY GlobeNewswire
— 8:52 AM ET 05/03/2019
REHOVOT, Israel and NEW YORK, May 03, 2019 (GLOBE NEWSWIRE) -- Todos Medical Ltd. (TOMDF) , a clinical-stage in-vitro diagnostics company focused on the development of blood tests for the early detection of cancer and neurodegenerative disorders, such as Alzheimer's disease, today announced that Todos Medical’s Annual Shareholder Meeting was held on Monday, April 29, 2019.
Shareholders adopted all of the proposals submitted for their approval. The proposals included:
Approval of completion of acquisition of Breakthrough Diagnostics, Inc. from Amarantus Bioscience Holdings, Inc. (AMBS)
Approval of loan conversion transaction with a current debt holder to convert $350,000 in debt to an equity position.
Re-election of the Board of Directors.
Adoption of a Compensation Policy for the Company.
Re-appointment of Fahn Kanne & Co. Grant Thornton, Israel as the Company’s independent auditor.
“This has been an exciting year for Todos Medical (TOMDF) as we have moved forward on many key initiatives. The highlights of which are the advancement of our technology to the point of beginning the commercialization phase of our breast cancer screening product as well as the acquisition of Breakthrough Diagnostics, Inc., which expands our technology to the field of neurodegenerative disorders,” said Dr. Herman Weiss, President & CEO of Todos. “I would like to thank our entire team for their tremendous efforts in helping Todos Medical (TOMDF) further its core objective of developing blood tests for the early detection of cancer and neurodegenerative disorders, such as Alzheimer's disease.”
Filing
Submission of Matters to a Vote of Security Holders
On April 29, 2019, the Company held its Annual General Meeting of Shareholders, at which the shareholders of the Company approved the following proposals:
(1) The approval of a reverse share split of the Company’s ordinary shares within a range of 10:1 to 150:1, to be effective at the ratio and on a date to be determined by the Board of Directors of the Company, and to amend the Articles of Association of the Company accordingly;
(2) The approval of a change of control transaction with Amarantus Bioscience Holdings, Inc. (“Amarantus”), currently a 19.99% shareholder of the Company, whereby the Company will issue to Amarantus an additional thirty percent (30%) of the Company in exchange for obtaining Amarantus’s 80.01% ownership stake in our jointly-owned subsidiary Breakthrough Diagnostics, Inc. (“Breakthrough”), such that upon consummation of the transaction the Company will own 100% of Breakthrough and Amarantus will own 49.99% of the Company;
(3) The approval of a related-party, loan conversion transaction with Sorry Doll Ltd., a company owned by Assaf Gold, and S.B Nihul Mekarkein Ltd. (together, the “Assignees”), pursuant to which the Company will convert the Assignees’ existing loan to the Company in the amount of approximately US$350,000 into 3,500,000 Ordinary Shares of the Company, par value NIS 0.01, at a conversion price of ten cents (US$0.10) per share, and grant to each of the Assignees an option to purchase 3,500,000 Ordinary Shares of the Company, par value NIS 0.01, at an exercise price of twenty cents (US$0.20) per share;
(4) The approval of the entry by the Company into a related-party, distribution agreement with Care G. B. Plus Ltd. (“Care”), a company fifty-percent owned by Assaf Gold, pursuant to which the Company will appoint Care as its exclusive distributor in Israel for the Company’s breast cancer screening products;
(5) The ratification of the entry by the Company into a related-party, convertible bridge loan transaction with DPH Investments Ltd. (“DPH”), pursuant to which DPH provided the Company with a convertible bridge loan in the principal amount of $28,000;
(6) The approval of the compensation package of Dr. Herman Weiss, the Company’s Chief Executive Officer;
(7) The approval of the adoption by the Company of an executive compensation policy, in accordance with the requirements of Israeli law;
(
The re-election of the following six directors, each to hold office until the Company’s 2020 Annual General Meeting of Shareholders: Herman Weiss, Rami Zigdon, Alon Ostrovitzky, Moshe Schlisser, Moshe Abramovitz, and Colin Bier; and (9) The re-appointment of Fahn Kanne & Co. Grant Thornton Israel as the Company’s independent auditor for the year ending December 31, 2019.
http://investor.todosmedical.com/node/6636/html
Aloha
5
