As filed with the Securities and Exchange Commission on August 12, 2020
Registration No. 333-244414
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Amendment No. 1 to
FORM F-1
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
TODOS MEDICAL LTD.
(Exact name of Registrant as specified in its charter)
Israel | 2835 | Not Applicable | ||
(State or other jurisdiction of incorporation or organization) | (Primary Standard Industrial Classification Code) | (I.R.S. Employer Identification No.) |
1 Hamada Street
Rehovot, Israel
+972-8-633-3964
(Address and telephone number of Registrant’s principal executive offices)
Puglisi & Associates
850 Library Avenue, Suite 204
Newark, Delaware 19711
302-738-6680
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copies of all Correspondence to:
Carl M. Sherer Rimon PC New York, NY 10167 Telephone No. (800) 930-7271 Facsimile No.: (617)997-0098 | Jeffrey J. Fessler Sheppard, Mullin, Richter & Hampton LLP 30 Rockefeller Plaza New York, NY 10112 Telephone No. (212) 634-3067 Facsimile No.: (917) 438-6133 |
Approximate date of commencement of proposed sale to the public: As soon as practicable after the effective date of this Registration Statement.
If any securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, as amended, check the following box: [X]
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer [ ] | Accelerated filer [ ] |
Non-accelerated filer [X] | Smaller reporting company [X] |
Emerging Growth Company [X] |
If an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. [ ]
EXPLANATORY NOTE
This Amendment No. 1 (Amendment No. 1) to the Registration Statement on Form S-1 (File No. 333-244414) of Todos Medical Ltd. (Registration Statement) is being filed solely for the purpose of filing certain exhibits as indicated in Part II of this Amendment No. 1. This Amendment No. 1 does not modify any provision of the prospectus that forms a part of the Registration Statement. Accordingly, a preliminary prospectus has been omitted.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Exhibits and Financial Statement Schedules
(a) Exhibits:
The following exhibits are filed as part of this registration statement:
II-1 |
* To be filed by amendment
** Previously filed.
II-2 |
Signatures
In accordance with the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing this Form F-1 and has authorized this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in New York, New York and Rehovot, Israel on August 12, 2020.
TODOS MEDICAL LTD. | ||
(Registrant) | ||
By: | /s/ Gerald Commissiong | |
Gerald Commissiong | ||
Chief Executive Officer and Director | ||
(Principal Executive Officer) | ||
By: | /s/ Daniel Hirsch | |
Chief Financial Officer | ||
(Principal Financial and Accounting Officer) |
II-3 |
In accordance with the requirements of the Securities Act of 1933, this registration statement was signed by the following persons in the capacities and on the dates stated:
SIGNATURE | TITLE | DATE | ||
/s/ Gerald Commissiong | Chief Executive Officer (Principal | August 12, 2020 | ||
Gerald Commissiong | Executive Officer) and Director | |||
* | Chief Financial Officer (Principal | August 12, 2020 | ||
Daniel Hirsch | Financial and Accounting Officer) and Director | |||
* | Director | August 12, 2020 | ||
Moshe Schlisser | ||||
* | Director | August 12, 2020 | ||
Moshe Abramovitz | ||||
* | Director | August 12, 2020 | ||
Lauren Chung | ||||
* | Director | August 12, 2020 | ||
Dr. Herman Weiss |
*By: | /s/ Gerald Commissiong | |
Gerald Commissiong | ||
Attorney-in-Fact |
II-4 |
SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE UNITED STATES
Pursuant to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Todos Medical Ltd., has signed this registration statement on August 12, 2020.
Authorized U.S. Representative | |
/s/ Donald J. Puglisi | |
Managing Director Puglisi & Associates |
II-5 |