Todos Medical Announces Insolvency Proceedings in Israel

Rhea-AI Summary

Todos Medical, Ltd. (OTCQB: TOMDF) faces insolvency order in Israel, as former CEO files lawsuit for unpaid wages. Company unable to meet settlement payments, seeks reorganization plan and capital infusion to avoid liquidation.

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• None.

Negative

• Facing insolvency order in Israel
• Unable to meet settlement payments
• Seeking immediate capital infusion to avoid liquidation

NEW YORK, NY, ALPHARETTA, GA and TEL AVIV, Israel, Dec. 22, 2023 (GLOBE NEWSWIRE) -- via NewMediaWire -- Todos Medical, Ltd. (OTCQB: TOMDF), an innovative healthcare solutions company, today announced that a trustee was appointed (the “Trustee”) with respect to an insolvency order that was issued with respect to the Company in Israel related to a request for liquidation filed by the Company’s Founder and former Director, President & CEO Rami Zigdon.

As disclosed in the Company’s 2022 annual report filed with OTC Markets on July 17, 2023, the Company’s former CEO Rami Zigdon filed a lawsuit in Israel against the Company for unpaid wages stemming from the period of time when Mr. Zigdon was Director, President & CEO of Todos Medical. The Company entered into a settlement agreement with Mr. Zigdon for $120,000 in the fourth quarter of 2022, to be paid in three installments, as the Company was preparing to list its Ordinary shares onto the NYSE American stock exchange and effect a related public offering originally filed on Form S-1 in July 2022. Due to unforeseen setbacks and adverse market conditions during the listing process, the Company was unable to effect the NYSE American and related public offering. The Company made the first payment, of $24,000, to Mr. ZIgdon in January 2023. In August 2023, the Company entered into a revised settlement agreement with Mr. Zigdon for $110,000, above and beyond the $24,00 already paid, following a hearing with the Court of Insolvency to be paid in two installments: 1) $28,500 in September 2023 and 2) $79,500 in November 2023. The Company paid the $28,500 in September 2023. Unfortunately, despite the Company making every attempt to secure funding to make the $79,500 payment, the Company was unable to timely complete the settlement and was not granted additional time by the Court to make the payment, despite suffering significant operational, financial and capital raising hardships as a result of the Israel-Hamas war that began following the Hamas terrorist attacks of October 7, 2023. In December 2023, a trustee was appointed by the Court of Insolvency to oversee the liquidation of Todos Medical Ltd. in Israel. The Company has submitted to the trustee a summary plan of reorganization to satisfy its liabilities without the Company going through liquidation.

On December 18, 2023, the Company’s subsidiary 3CL Pharma USA, Inc. (“3CL Pharma”) received a notice of default from its licensor NLC Pharma, Ltd. related to certain unpaid fees owed under the license entered into between NLC Pharma and 3CL Pharma on September 15, 2023. NLC subsequently agreed to amend the terms of the notice of default to provide 3CL Pharma with relief as it relates to monies owed under the license agreement, and time available to make such payments. of the $331,771.39 currently owed to NLC under the terms of the license, NLC has agreed to accept a payment of $162,000 by December 29, 2023 and an additional payment of $132,000 by March 1, 2024, provided that during the period of time between January 1, 2024 and February 28, 2024, 3CL Pharma launches its proposed crowdfunding campaign to raise funding for a Long COVID clinical trial for a Medical Food version of Tollovid®.

On December 19, 2023, the Company submitted a plan of reorganization to the Trustee in Israel that comprised the following elements:

1. Todos Medical will seek to cause its secured and unsecured debt holders to exchange their securities for 1) shares of 3CL Pharma priced based upon the pending crowdfunding campaign offering price or 2) shares of Todos Medical LTD. based upon the per share price at the time the Company exists the insolvency process;
2. Todos will cause its 100%-owned subsidiary Corona Diagnostics to continue to pursue outstanding unpaid invoices from several of its former COVID PCR Lab Supply clients totaling over $5 million. Corona Diagnostics has entered into a contingency agreement with a well-known law firm to pursue the two largest of the outstanding four claims, and has already won an award of over $400,000 from a non-binding arbitration hearing. Corona Diagnostics has a mediation hearing set for January 18, 2024 in regards to unpaid invoices totaling over $3.5 million with its largest former lab client;
3. Todos will pursue outstanding obligations owed to it by the shareholders of American Lab Services under its Provista Diagnostics joint venture agreement entered into May 2023. On October 3, 2023, the Company delivered a formal notice of default to the shareholders of ALS related to the deficiencies in their performance obligations, and per the terms of the agreement they were granted a 90-day cure period that ends in early January 2024;
4. Provided 3CL Pharma is able to raise sufficient funding from its crowdfunding campaign, it will purchase Todos Botanicals outright from Todos Medical Ltd. in cash in order to consolidate all dietary supplement manufacturing and distribution under 3CL Pharma, as well as shore up Todos Medical’s solvency so that it can pursue its lab testing and proprietary diagnostics business plan.

If the above plan is approved by the Court of Insolvency, the Company believes it will result in the settlement of all outstanding Todos-related liabilities and create substantial value for shareholders. The Company has informed the Trustee, as well as its secured and unsecured debt holders, that it requires approximately $1,000,000 in an immediate capital infusion by December 29, 2023 to satisfy the NLC license maintenance requirements with 3CL Pharma, to launch the 3CL Pharma crowdfunding campaign, and settle the Company’s most urgent outstanding liabilities, including monies owed to Mr. Zigdon. In the event Company is unable to secure this capital, it will result in the forced liquidation of the Company’s assets and the termination of the license agreement between 3CL Pharma USA, Inc. and NLC Pharma. The Company is currently awaiting a response from the trustee in this matter, and is actively engaged in discussions with secured and unsecured debt holders to source the capital needed.

Regardless of the outcome of the matters before the Court of Insolvency in Israel, Todos Medical and NLC Pharma are committed to ensuring that all customers who have placed orders for Tollovid via www.mytollovid.com will receive their orders.

About Todos Medical Ltd.

Founded in Rehovot, Israel with offices in New York City, 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 examines 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 acquired U.S.-based medical diagnostics company Provista Diagnostics, Inc. to gain rights to its Alpharetta, Georgia-based CLIA/CAP certified lab currently performing PCR COVID testing, Long COVID Panel analyses, and Provista's\ proprietary commercial-stage Videssa® breast cancer blood test. More information on Provista is available at www.provistadx.com.

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.

Todos formed 3CL Pharma USA, Inc. 2022 to consolidate the intellectual property surrounding 3CL protease–based diagnostic testing and development of 3CL protease botanical and pharmaceutical inhibitors that target a fundamental reproductive mechanism of coronaviruses. 3CL Pharma, through Todos’ brand, has commercialized the 3CL protease inhibitor immune support dietary supplement Tollovid™ in the United States, is developing the dual mechanism 3CL protease inhibitor and anti-cytokine therapeutic drug candidate Tollovir™, while also developing the 3CL protease diagnostic TolloTest™.

To purchase Tollovid please visit Amazon or www.MyTollovid.com.

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

Todos Corporate and Investor Contact:
Gerald Commissiong
President & CEO
gerald@todosmedical.com

FAQ

What is the ticker symbol for Todos Medical, Ltd.?

The ticker symbol for Todos Medical, Ltd. is TOMDF.

Why was a trustee appointed for Todos Medical, Ltd.?

A trustee was appointed due to an insolvency order issued in Israel related to a request for liquidation filed by the Company’s Founder and former Director, President & CEO Rami Zigdon.

What is the settlement agreement with the former CEO Rami Zigdon about?

The settlement agreement is for $120,000, to be paid in installments, due to unpaid wages stemming from the period when Mr. Zigdon was Director, President & CEO of Todos Medical.

Why is Todos Medical seeking a capital infusion?

The company needs approximately $1,000,000 in an immediate capital infusion to satisfy the NLC license maintenance requirements, launch the crowdfunding campaign, and settle urgent outstanding liabilities.

What is the plan of reorganization submitted by Todos Medical?

The plan includes seeking to cause its secured and unsecured debt holders to exchange their securities for shares of 3CL Pharma or shares of Todos Medical LTD., pursuing outstanding unpaid invoices from former COVID PCR Lab Supply clients, and pursuing outstanding obligations owed to it by the shareholders of American Lab Services under its Provista Diagnostics joint venture agreement.

What is the impact of the insolvency order on Todos Medical's shareholders?

If the capital infusion is not secured, it will result in the forced liquidation of the Company’s assets and the termination of the license agreement between 3CL Pharma USA, Inc. and NLC Pharma.