News

UPDATE: Todos Medical Announces Common Stock Purchase Agreement with Lincoln Park Capital Fund, LLC

SmallCaps Daily August 10, 2020

247 5 minutes read

– Initial Investment of
$275,000 followed by up to $10 Million commitment over 24-months

REHOVOT, Israel, SINGAPORE and NEW YORK – (NewMediaWire) – August 10, 2020 – Todos Medical Ltd. (OTCQB:
TOMDF), an in
vitro diagnostics company focused on distributing comprehensive
solutions for COVID-19 screening and diagnosis, and developing blood tests for
the early detection of cancer and Alzheimer’s disease, today announced that it has
entered into a purchase agreement and registration rights agreement (together
the “Agreements”) with Lincoln Park Capital Fund, LLC (“Lincoln Park”), a
Chicago-based institutional investor. Upon execution of the purchase
agreement, Lincoln Park made an initial purchase of $275,000 of common stock at
$0.08 per share. Dawson James Securities acted as placement agent for the
transaction.

In addition to the initial
purchase, upon satisfaction of the conditions of the Agreements, including a
registration statement being filed and declared effective by the Securities and
Exchange Commission (SEC), Todos, from time to time over a 24-month period,
will have the right, in its sole discretion, to sell up to $10 million of its
common stock to Lincoln Park. Todos will control the timing and amount of
any sales to Lincoln Park, and Lincoln Park is obligated to make purchases in
accordance with the Agreements. Any common stock that is sold to Lincoln
Park will occur at a purchase price that is based on prevailing market prices
at the time of each sale and with no upper limits to the price Lincoln Park may
pay to purchase common stock.

No warrants are being issued in
this transaction, and there are no limitations on the use of proceeds from
sales to Lincoln Park under the Agreements. Furthermore, there are no
rights of first refusal, participation rights, penalties or liquidated damages
provisions in favor of any party. Lincoln Park has also agreed not to
cause or engage in any direct or indirect short selling or hedging of the
Company’s common stock. In consideration for Lincoln Park entering into
the Agreements, Todos issued shares of its common stock to Lincoln Park as a
commitment fee. The Agreements may be terminated by Todos at any time, in its
sole discretion, without any additional cost or penalty.

“This financing agreement
allows us to strategically draw down on capital to support the growth in our
sales channels, fund the validation of new point of care antigen and PCR tests
we are adding to our pipeline from South Korea, as well as help bring to market
our cornerstone 5-minute saliva test that is being developed through our COVID Antigen
Test Killer joint venture with NLC Pharma,” said Gerald E. Commissiong,
President & CEO of Todos. “We believe there is a potentially meaningful
opportunity to add significant COVID testing capacity to the US healthcare
system and we intend to rigorously pursue this unique opportunity.”

A description of the Agreements
is set forth in the Company’s Current Report on Form 6-K filed with the SEC on
August 6, 2020.

This press release shall not
constitute an offer to sell or a solicitation of an offer to buy any shares of
common stock, nor shall there be any sale of shares of common stock in any
state or jurisdiction in which such an offer, solicitation or sale would be
unlawful prior to registration or qualification under the securities laws of
any such state or other jurisdiction.

About Todos Medical Ltd.

Headquartered in Rehovot,
Israel, Todos Medical Ltd. (OTCQB: TOMDF) engineers life-saving diagnostic
solutions for the early detection of a variety of cancers. The Company’s
state-of-the-art and patented Todos Biochemical Infrared Analyses (TBIA) is a
proprietary cancer-screening technology using peripheral blood analysis that
deploys deep examination into cancer’s influence on the immune system, looking
for biochemical changes in blood mononuclear cells and plasma. Todos’ two
internally-developed cancer-screening tests, TMB-1 and TMB-2, have received a
CE mark in Europe. Todos recently entered into an exclusive option agreement to
acquire U.S.-based medical diagnostics company Provista Diagnostics, Inc. to
gain rights to its Alpharetta, Georgia-based CLIA/CAP certified lab and
Provista’s proprietary commercial-stage Videssa® breast cancer blood test. The
transaction is expected to close in the third quarter of 2020.

Todos is also developing blood
tests for the early detection of neurodegenerative disorders, such as
Alzheimer’s disease. The Lymphocyte Proliferation Test (LymPro Test™) is a
diagnostic blood test that determines the ability of peripheral blood
lymphocytes (PBLs) and monocytes to withstand an exogenous mitogenic
stimulation that induces them to enter the cell cycle. It is believed that
certain diseases, most notably Alzheimer’s disease, are the result of
compromised cellular machinery that leads to aberrant cell cycle re-entry by
neurons, which then leads to apoptosis. LymPro is unique in the use of
peripheral blood lymphocytes as a surrogate for neuronal cell function,
suggesting a common relationship between PBLs and neurons in the brain. In July
2020, Todos completed the acquired Breakthrough Diagnostics, Inc., the owned of
the LymPro Test intellectual property, from Amarantus Bioscience Holdings, Inc.
(OTC: AMBS).

Additionally, Todos has entered
into distribution agreements with companies to distribute certain novel
coronavirus (COVID-19) test kits. The agreements cover multiple international
suppliers of PCR testing kits and related materials and supplies, as well as
antibody testing kits from multiple manufacturers after completing validation
of said testing kits and supplies in its partner CLIA/CAP certified laboratory
in the United States. Todos has formed strategic partnerships with Meridian Health, Moto-Para
Foundation to deploy COVID-19 testing in the United States.

For more information, please
visit https://www.todosmedical.com/.

About Lincoln Park Capital
Fund, LLC

LPC is a long-only institutional investor headquartered
in Chicago, Illinois. LPC’s experienced professionals manage a portfolio of
investments in public and private entities. These investments are in a wide
range of companies and industries emphasizing life sciences and technology.
LPC’s investments range from multi-year financial commitments to fund growth to
special situation financings to long-term strategic capital offering companies’
flexibility and consistency. For more information, please visit
www.lpcfunds.com.

Forward-looking Statements

Certain statements contained in
this press release may constitute forward-looking statements. For example,
forward-looking statements are used when discussing our expected clinical
development programs and clinical trials. These forward-looking statements are
based only on current expectations of management, and are subject to
significant risks and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements, including
the risks and uncertainties related to the progress, timing, cost, and results
of clinical trials and product development programs; difficulties or delays in
obtaining regulatory approval or patent protection for product candidates;
competition from other biotechnology companies; and our ability to obtain
additional funding required to conduct our research, development and
commercialization activities. In addition, the following factors, among others,
could cause actual results to differ materially from those described in the
forward-looking statements: changes in technology and market requirements;
delays or obstacles in launching our clinical trials; changes in legislation;
inability to timely develop and introduce new technologies, products and
applications; lack of validation of our technology as we progress further and
lack of acceptance of our methods by the scientific community; inability to
retain or attract key employees whose knowledge is essential to the development
of our products; unforeseen scientific difficulties that may develop with our
process; greater cost of final product than anticipated; loss of market share
and pressure on pricing resulting from competition; and laboratory results that
do not translate to equally good results in real settings, all of which could cause
the actual results or performance to differ materially from those contemplated
in such forward-looking statements. Except as otherwise required by law, Todos
Medical does not undertake any obligation to publicly release any revisions to
these forward-looking statements to reflect events or circumstances after the
date hereof or to reflect the occurrence of unanticipated events. For a more
detailed description of the risks and uncertainties affecting Todos Medical,
please refer to its reports filed from time to time with the U.S. Securities
and Exchange Commission.