Alright, that's what I thought too, but there are
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Posted On: 07/06/2019 9:45:20 PM
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Alright, that's what I thought too, but there are several things to square.
Our executive officers, directors and principal shareholders will maintain the ability to exert significant control over matters submitted to our shareholders for approval.
Assuming the sale by us of 24,000,000 units in this offering (or 27,600,000 units if the underwriters exercise their option to purchase additional shares in full), and assuming the formal closing of the Amarantus transaction, our executive officers, directors and principal shareholders (in particular, Amarantus) who owned more than 5% of our outstanding ordinary shares before this offering will, in the aggregate, beneficially own shares representing approximately 55.58% (or 54.5% if the underwriters exercise in full their option to purchase additional units, ordinary shares and/or warrants) of our share capital following the completion of this offering. Amarantus, which will own approximately 49.99% of our outstanding ordinary shares prior to this offering assuming the formal closing of the Amarantus transaction, will beneficially own shares representing approximately 43.38% (or 42.54% if the underwriters exercise in full their option to purchase additional units, ordinary shares and/or warrants) of our share capital following the completion of this offering. As a result, if these shareholders were to act together, they would be able to control all matters submitted to our shareholders for approval, as well as our management and affairs. For example, these persons, if they act together, would control the election of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of our company on terms that other shareholders may desire or result in management of our company that our public shareholders disagree with.
Vs
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of June 30, 2019 (assuming the formal closing of the Amarantus option described in Description of Business – Recent Developments above) by:
● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
● each of our directors and executive officers; and
● all of our directors and executive officers as a group.
The beneficial ownership of our ordinary shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power, or the right to receive the economic benefit of ownership. For purposes of the table below, we deem ordinary shares issuable pursuant to options and warrants that are currently exercisable or exercisable within 60 days of June 30, 2019 to be outstanding and to be beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
The percentage of shares beneficially owned has been computed on the basis of 157,618,340 ordinary shares outstanding as of June 30, 2019.
Unless otherwise noted below, the address of each shareholder, director and executive officer is c/o Todos Medical Ltd., 1 HaMada St., Rehovot, Israel.
Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares shown to be beneficially owned by them, based on information provided to us by such shareholders. The shareholders listed below do not have any different voting rights from any of our other shareholders.
No. of Shares
Beneficially
Owned Percentage Owned (1)
Holders of more than 5% of our voting securities:
Amarantus Bioscience Holdings, Inc.(2) 78,793,408 49.99 %
Assaf Gold(3) 9,225,000 5.85 %
D.P.H. Investments Ltd.(4) 8,280,000 5.25 %
Directors and executive officers:
Dr. Herman Weiss, CEO and Director 300,000 *
Rami Zigdon, CBO and Director(7) 3,423,850 2.17 %
Moshe Abramovitz, Director 0 *
Alon Ostrovitzky, Director 0 *
Moshe Schlisser, Director 0 *
Colin Bier, Director 0 *
Ronit Even-Zahav Meitin, Director 0 *
Alon Shalev, Director 0 *
Udi Zelig, CTO 927,375 *
David Ben Naim, CFO 0 *
All directors and executive officers as a group (10 persons) 4,651,225 2.95 %
* Indicates beneficial ownership of less than 1% of the total ordinary shares outstanding
(1) The percentages shown are based on 157,618,340 Ordinary Shares issued and outstanding as of June 30, 2019. In addition, the percentages shown assume the formal closing of the exercise of the Amarantus option.
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(2) The shareholders of the Company have approved the Company’s exercise of its option to acquire 100% of Breakthrough in exchange for issuing to Amarantus an additional 30% of the Company such that Amarnatus will hold 49.99% of the Company. These additional shares will be issued to Amarantus upon the formal closing of the exercise of the option which we expect to take place within the coming weeks.
Our executive officers, directors and principal shareholders will maintain the ability to exert significant control over matters submitted to our shareholders for approval.
Assuming the sale by us of 24,000,000 units in this offering (or 27,600,000 units if the underwriters exercise their option to purchase additional shares in full), and assuming the formal closing of the Amarantus transaction, our executive officers, directors and principal shareholders (in particular, Amarantus) who owned more than 5% of our outstanding ordinary shares before this offering will, in the aggregate, beneficially own shares representing approximately 55.58% (or 54.5% if the underwriters exercise in full their option to purchase additional units, ordinary shares and/or warrants) of our share capital following the completion of this offering. Amarantus, which will own approximately 49.99% of our outstanding ordinary shares prior to this offering assuming the formal closing of the Amarantus transaction, will beneficially own shares representing approximately 43.38% (or 42.54% if the underwriters exercise in full their option to purchase additional units, ordinary shares and/or warrants) of our share capital following the completion of this offering. As a result, if these shareholders were to act together, they would be able to control all matters submitted to our shareholders for approval, as well as our management and affairs. For example, these persons, if they act together, would control the election of directors and approval of any merger, consolidation or sale of all or substantially all of our assets. This concentration of voting power could delay or prevent an acquisition of our company on terms that other shareholders may desire or result in management of our company that our public shareholders disagree with.
Vs
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information with respect to the beneficial ownership of our ordinary shares as of June 30, 2019 (assuming the formal closing of the Amarantus option described in Description of Business – Recent Developments above) by:
● each person, or group of affiliated persons, known to us to be the beneficial owner of more than 5% of our outstanding ordinary shares;
● each of our directors and executive officers; and
● all of our directors and executive officers as a group.
The beneficial ownership of our ordinary shares is determined in accordance with the rules of the SEC and generally includes any shares over which a person exercises sole or shared voting or investment power, or the right to receive the economic benefit of ownership. For purposes of the table below, we deem ordinary shares issuable pursuant to options and warrants that are currently exercisable or exercisable within 60 days of June 30, 2019 to be outstanding and to be beneficially owned by the person holding the options for the purposes of computing the percentage ownership of that person, but we do not treat them as outstanding for the purpose of computing the percentage ownership of any other person.
The percentage of shares beneficially owned has been computed on the basis of 157,618,340 ordinary shares outstanding as of June 30, 2019.
Unless otherwise noted below, the address of each shareholder, director and executive officer is c/o Todos Medical Ltd., 1 HaMada St., Rehovot, Israel.
Except as indicated in footnotes to this table, we believe that the shareholders named in this table have sole voting and investment power with respect to all shares shown to be beneficially owned by them, based on information provided to us by such shareholders. The shareholders listed below do not have any different voting rights from any of our other shareholders.
No. of Shares
Beneficially
Owned Percentage Owned (1)
Holders of more than 5% of our voting securities:
Amarantus Bioscience Holdings, Inc.(2) 78,793,408 49.99 %
Assaf Gold(3) 9,225,000 5.85 %
D.P.H. Investments Ltd.(4) 8,280,000 5.25 %
Directors and executive officers:
Dr. Herman Weiss, CEO and Director 300,000 *
Rami Zigdon, CBO and Director(7) 3,423,850 2.17 %
Moshe Abramovitz, Director 0 *
Alon Ostrovitzky, Director 0 *
Moshe Schlisser, Director 0 *
Colin Bier, Director 0 *
Ronit Even-Zahav Meitin, Director 0 *
Alon Shalev, Director 0 *
Udi Zelig, CTO 927,375 *
David Ben Naim, CFO 0 *
All directors and executive officers as a group (10 persons) 4,651,225 2.95 %
* Indicates beneficial ownership of less than 1% of the total ordinary shares outstanding
(1) The percentages shown are based on 157,618,340 Ordinary Shares issued and outstanding as of June 30, 2019. In addition, the percentages shown assume the formal closing of the exercise of the Amarantus option.
74
(2) The shareholders of the Company have approved the Company’s exercise of its option to acquire 100% of Breakthrough in exchange for issuing to Amarantus an additional 30% of the Company such that Amarnatus will hold 49.99% of the Company. These additional shares will be issued to Amarantus upon the formal closing of the exercise of the option which we expect to take place within the coming weeks.
(2)
(0)