UNITED ~~STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549~~STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~June~~September 30, 2019

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from _________ to ~~_________~~________

Commission File No. 000-54394

ONLINE DISRUPTIVE TECHNOLOGIES, INC. ~~(Exact name of registrant as specified in its charter)~~

Nevada	27-1404923
(State or other jurisdiction	(I.R.S. Employer
of incorporation or	Identification No.)
organization)

(Exact name of registrant as specified in its charter)

P.O. Box 1080, 10 Stevens Street, Andover, MA 01810-3572(Address of principal executive offices) (zip code)

Nevada	27-1404923
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

~~978-886-1071(Registrant’s~~P.O. ~~telephone~~Box ~~number~~1080, ~~including~~ ~~area~~10 ~~code)~~Stevens Street, Andover, MA 01810-3572

~~_____________________________________________________________~~(~~Former name,~~Address ~~former~~of ~~address~~principal ~~and~~executive ~~former~~offices) (zip ~~fiscal year, if changed since last report~~code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]978-886-1071

~~Indicate~~(Registrant's bytelephone ~~check mark whether the registrant has submitted electronically and posted on its corporate Web site~~number, ifincluding ~~any,~~area ~~every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter~~code) ~~during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [ ]~~

~~Indicate by check mark whether the registrant is a large~~___________________________________________________________________________ ~~accelerated~~ (Former ~~filer~~name, anformer ~~accelerated~~address ~~filer,~~and aformer ~~non-accelerated~~fiscal ~~filer~~year, orif achanged ~~smaller reporting~~since ~~company.~~last ~~See definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one~~report):

~~Large~~Indicate ~~accelerated~~by ~~filer~~check [mark ]whether ~~Accelerated~~the ~~filer~~registrant [(1) ]has ~~Non-accelerated~~filed ~~filer~~all [reports ]required ~~Smaller~~to ~~reporting~~be ~~company~~filed ~~[X]~~by Section 13 or 15(Dod) ~~not~~of ~~check~~the ifSecurities aExchange ~~smaller~~Act ~~reporting~~of ~~company~~1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), ~~Emerging~~and ~~growth~~(2) ~~company~~has [been ]subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company" in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	[ ]		Accelerated filer	[ ]
Non-accelerated filer	[ ]	(Do not check if a smaller reporting company)	Smaller reporting company	[X]
			Emerging growth company	[ ]

If an emerging growth company, 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 13(a) of the Exchange Act. [ ]

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ~~Yes [ ] No [X]~~

~~APPLICABLE~~Yes ~~ONLY~~[ ] No ~~TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGSDURING THE PRECEDING FIVE YEARS~~[X]

~~Indicate~~APPLICABLE byONLY ~~check~~TO ~~mark~~ISSUERS ~~whether~~INVOLVED ~~the~~IN ~~registrant~~BANKRUPTCY has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities and Exchange Act of 1933 subsequent to the distribution of securities under a plan confirmed by a court. Yes [ ] No [ ]PROCEEDINGS

DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities and Exchange Act of 1933 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’'s classes of common equity as of the latest practicable date: As of November 525, 2019, there were 132,300,~~597~~ 587 shares of common stock, par value $0.001, outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 1 ITEM 1. FINANCIAL STATEMENTS 1 ITEM 2. MANAGEMENT’'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 15 ITEM 4. CONTROLS AND PROCEDURES. 1615 PART II - OTHER INFORMATION 1615 ITEM 1. LEGAL PROCEEDINGS 1615 ITEM 1A. RISK FACTORS 16 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 2423 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 2423 ITEM 4. MINE SAFETY DISCLOSURES 2423 ITEM 5. OTHER INFORMATION 2423 ITEM 6. EXHIBITS 2423 SIGNATURES 2625

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE QUARTER ENDED ~~JUNE~~SEPTEMBER 30, 2019

(U.S. DOLLARS)

(Unaudited)

~~Online Disruptive Technologies, Inc. Condensed Interim Consolidated Balance Sheets(U.S. Dollars)(Unaudited)~~2

	June 30, 2019		December 31, 2018
Online Disruptive Technologies, Inc.
	$		$
Condensed Interim Consolidated Balance Sheets (U.S. Dollars) (Unaudited)
ASSETS
	September 30, 2019		December 31, 2018
ASSETS	$		$
Current Assets
Cash and Cash Equivalents	~~121~~197,~~980~~180		120,245
Restricted Cash (Note 12(3))	3031,~~976~~262		29,185
Prepaid Expenses	1311,~~776~~351		23,467
VAT Receivable	2217,~~591~~858		20,141
Total Current Assets	~~189~~257,~~323~~651		193,038
Fixed Assets (Note 4)	3935,~~054~~629		45,274
Right-of-use Assets (Note 3)	7669,~~964~~505		-
Total Assets	~~305~~362,~~341~~785		238,312
LIABILITIES
Current Liabilities
Accounts Payable	~~226~~225,~~289~~076		194,400
Accrued Liabilities	~~184~~264,~~005~~099		196,316
Promissory Note (Note 7)	4218,~~544~~208		50,000
Current Portion of Lease Liability (Note 3)	5755,~~181~~700		-
Total Current Liabilities	~~510~~563,~~019~~083		440,716
Convertible Debentures (Note 8)	2,061,388		2,061,388
Convertible Loan (Note 9)	603,201		537,000
Convertible Loans (Note 9)	616,736		537,000
Lease Liabilities (Note 3)	2515,~~769~~594		-
Total Liabilities	3,~~200~~256,~~377~~801		3,039,104
DEFICIT
Authorized: 20,000,000 Preferred Shares, par value $0.001 500,000,000 Common Shares, par value $0.001 Issued and outstanding: Nil Preferred Shares 127,240,587 Common Shares (December 31, 2018: 124,063,122 Common Shares)	127,241		124,063
Authorized:
Shares Subscription Received	414,000		-
20,000,000 Preferred Shares, par value $0.001
Additional Paid-in Capital	13,042,422		12,340,094
500,000,000 Common Shares, par value $0.001
Accumulated Other Comprehensive Loss	(14,019	)	80,946
Issued and outstanding:
Deficit	(16,265,714	)	(15,255,866	)
Nil Preferred Shares
Deficit Attributable to Shareholders of the Company	(2,696,070	)	(2,710,763	)
127,240,587 Common Shares (December 31, 2018: 124,063,122 Common Shares)	127,241		124,063
Non-Controlling Interests	(198,966	)	(90,029	)
Shares Subscription Received	936,000		-
Total Deficit	(2,895,036	)	(2,800,792	)
Additional Paid-in Capital	13,241,765		12,340,094
Total Liabilities and Deficit	305,341		238,312
Accumulated Other Comprehensive Loss	(52,675	)	80,946
Deficit	(16,884,830	)	(15,255,866	)
Deficit Attributable to Shareholders of the Company	(2,632,499	)	(2,710,763	)
Non-Controlling Interests	(261,517	)	(90,029	)
Total Deficit	(2,894,016	)	(2,800,792	)
Total Liabilities and Deficit	362,785		238,312

The accompanying notes are an integral part of these ~~condensed interim~~Condensed ~~consolidated~~Interim ~~financial~~Consolidated ~~statements.~~Financial Statements

Online Disruptive Technologies, Inc. Consolidated Statements of Operations and Comprehensive Loss (U.S. Dollars) (Unaudited)

Online Disruptive Technologies, Inc.
Consolidated Statements of Operations and Comprehensive Loss
(U.S. Dollars)
(Unaudited)
	Three months ended September 30, 2019		Three months ended September 30, 2018		Nine months ended September 30, 2019		Nine months ended September 30, 2018
General and Administrative Expenses	$		$		$		$
Accounting Fees	7,500		7,500		22,500		22,500
Audit & Tax Fees	20,595		10,019		61,228		82,465
Bank Fees	155		113		567		478
Consulting Fees	182,895		92,381		366,412		296,184
Lease Expense (Note 3)	9,198		-		26,662		-
Filing and Transfer Agent Fees	27		2,618		8,653		6,484
Insurance Expense	1,306		10,823		9,626		25,337
Marketing Expense	1,155		-		5,574		-
Legal Fees	5,216		6,808		13,956		16,852
Office and Miscellaneous Expense	1,323		15,529		7,467		20,443
Payroll Expense	9,213		8,852		27,149		27,312
Research and Development Expense (Notes 2(m) & 4)	406,664		449,188		1,193,917		1,853,950
Travel Expenses	13,915		1,286		24,186		8,621
	659,162		605,117		1,767,897		2,360,626
Other Expense
Lease Liability Expense (Note 3)	975		-		3,318		-
Fair Value through Profit and Loss on Loan	-		25,698		-		42,976
Interest Accretion	-		5,535		-		154,097
Interest Expense	14,785		23,602		83,554		23,704
Foreign Currency (Gain) Loss	1,023		(65,713	)	(67,189	)	6
Net Loss for the period	(675,945	)	(594,239	)	(1,787,580	)	(2,581,409	)
Other Comprehensive Income
Currency Translation Adjustments	(38,657	)	(53,665	)	(133,622	)	2,861
Comprehensive Loss for the period	(714,602	)	(647,904	)	(1,921,202	)	(2,578,548	)
Net Loss attributable to:
Common Stockholders	(619,116	)	(535,865	)	(1,628,964	)	(2,321,190	)
Non-Controlling Interests	(56,829	)	(58,374	)	(158,616	)	(260,219	)
	(675,945	)	(594,239	)	(1,787,580	)	(2,581,409	)
Net Comprehensive Loss Attributable to:
Common Stockholders	(654,614	)	(582,592	)	(1,750,731	)	(2,318,618	)
Non-Controlling Interests	(59,988	)	(65,312	)	(170,471	)	(259,930	)
	(714,602	)	(647,904	)	(1,921,202	)	(2,578,548	)

Basic and Diluted Net Loss per Common Share	(0.00	)	(0.00	)	(0.01	)	(0.02	)

Weighted Average Number of Common Shares Outstanding - Basic and Diluted	127,240,587		121,619,939		126,340,628		120,136,973

	Three months		Three months		Six months		Six months
	ended June 30,		ended June 30,		ended June		ended June
	2019		2018		30, 2019		30, 2018
General and Administrative Expenses	$		$		$		$
Accounting Fees	7,500		7,500		15,000		15,000
Audit & Tax Fees	30,182		57,882		40,633		72,446
Bank Fees	302		229		412		365
Consulting Fees	91,816		91,651		183,517		203,803
Lease Expense (note 12)	4,090		-		17,464		-
Filing and Transfer Agent Fees	7,077		3,776		8,626		3,866
Insurance Expense	2,479		1,297		8,320		14,514
Marketing Expense	3,321		-		4,419		-
Legal Fees	3,776		6,379		8,740		10,044
Office and Miscellaneous Expense	1,452		960		6,144		4,914
Payroll Expense	9,020		9,078		17,936		18,460
Research and Development Expense (Note 2l, 5)	402,507		1,137,940		787,253		1,404,762
Travel Expenses	7,821		3,668		10,271		7,335
	571,343		1,320,360		1,108,735		1,755,509
Other Expense
Lease Liability Expense (Note 3)	1,168		-		2,343		-
Fair Value through Profit and Loss on Loan	-		(17,924	)	-		17,054
Interest Accretion	-		25,817		-		148,562
Interest Expense	67,439		46		68,769		102
Foreign Currency (Gain) Loss	(29,045	)	63,419		(68,212	)	65,943
Net Loss for the period	(610,905	)	(1,391,718	)	(1,111,635	)	(1,987,170	)
Other Comprehensive Income
Currency Translation Adjustments	(49,987	)	56,525		(94,965	)	56,525
Comprehensive Loss for the period	(660,892	)	(1,335,193	)	(1,206,600	)	(1,930,645	)
Net Loss attributable to:
Common Stockholders	(558,717	)	(1,228,515	)	(1,009,848	)	(1,785,324	)
Non-Controlling Interests	(52,188	)	(163,203	)	(101,787	)	(201,846	)
	(610,905	)	(1,391,718	)	(1,111,635	)	(1,987,170	)
Net Comprehensive Loss Attributable to:
Common Stockholders	(604,464	)	(1,177,733	)	(1,096,117	)	(1,734,542	)
Non-Controlling Interests	(56,428	)	(157,460	)	(110,483	)	(196,103	)
	(660,892	)	(1,335,193	)	(1,206,600	)	(1,930,645	)
Basic and Diluted Net Loss per Common Share	(0.01	)	(0.01	)	(0.02	)	(0.02	)
Weighted Average Number of Common Shares Outstanding – Basic and Diluted	127,072,475		119,615,259		125,855,343		119,388,085

The accompanying notes are an integral part of the Condensed Interim Consolidated Financial Statements

The accompanying notes are an integral part of the Condensed Interim Consolidated Financial Statement

Online Disruptive Technologies, Inc.
Condensed Interim Consolidated Statements of Cash Flows
(U.S. Dollars) (Unaudited)
	Nine months ended September 30, 2019		Nine months ended September 30, 2018
	$		$
Cash flow from Operating Activities
Net loss for the period	(1,787,580	)	(2,581,409	)
Adjustment for items not involving cash:
Lease expense	29,980		-
Stock-based compensation	538,054		1,184,096
Foreign exchange (gain) loss	(67,189	)	6
Fair value through profit and loss on loan	-		42,976
Depreciation - fixed assets (Note 3)	12,821		11,241
Interest accretion	83,554		154,097
Changes in non-cash working capital items:
Decrease(Increase) in VAT receivable	2,283		(508	)
Decrease in prepaid expense	12,116		12,372
(Decrease) Increase in accounts payable and accrued liabilities	(98,459	)	237,904
Net cash used in operating activities	(1,274,420	)	(939,225	)
Cash flow from financing activities
Common shares issued, net of issuance costs	449,654		476,145
Share subscription received (Note 10)	926,000		-
Convertible loan issued	-		537,000
Term loan repayment	(35,000	)	-
Net cash provided by financing activities	1,340,654		1,013,145
Cash flow from investing activities
Cash utilized in purchase of assets	-		(5,152	)
Net cash used in investing activities	-		(5,152	)
Effects of exchange rate changes on cash and cash equivalents	12,778		4,023
Net increase in cash and cash equivalents	79,012		72,791
Cash and cash equivalents, beginning of period	120,245		232,247
Restricted cash, beginning of period	29,185		-
Cash and cash equivalents, end of period	197,180		305,038
Restricted cash, end of period	31,262		-
Supplementary Information
Interest Paid	-		-
Income Taxes Paid	-		-

~~Online~~The ~~Disruptive~~accompanying ~~Technologies,~~notes ~~Inc.~~are ~~Condensed Interim~~an ~~Consolidated~~integral ~~Statements~~part of ~~Cash~~these ~~Flows~~Condensed ~~(U.S. Dollars)(Unaudited)~~Interim Consolidated Financial Statements

	Six months		Six months
	ended June		ended June 30,
	30, 2019		2018
Cash flow from Operating Activities	$		$
Net loss for the period	(1,111,635	)	(1,987,170	)
Adjustment for items not involving cash:
Lease expense	19,807		-
Stock-based compensation	387,617		953,148
Foreign exchange (gain) loss	(68,212	)	65,942
Fair value through profit and loss on loan	-		17,278
Depreciation – Fixed assets	8,453		11,169
Interest accrued	68,769		148,562
Changes in non-cash working capital items:
(Increase) Decrease in VAT receivable	(1,423	)	7,385
Decrease in prepaid expense	10,085		1,487
(Decrease) Increase in accounts payable and accrued liabilities	(19,576	)	173,714
Net cash used in operating activities	(706,115	)	(608,485	)
Cash flow from financing activities
Common shares issued, net of issuance costs	310,740		4,812
Share subscription received (note 10)	414,000		3,333
Convertible loan issued	-		537,000
Term loan repayment	(10,000	)	-
Net cash provided by financing activities	714,740		545,145
Cash flow from investing activities	-		-
Cash utilized in purchase of assets	-		(625	)
Net cash used in investing activities	-		(625	)
Effects of exchange rate changes on cash and cash equivalents	(5,099	)	5,730
Net increase (decrease) in cash, cash equivalents, and restricted cash	3,526		(58,235	)
Cash, cash equivalents, and restricted cash, beginning of period	149,430		232,247
Cash, cash equivalents, and restricted cash, end of period	152,956		174,012
Supplementary Information
Interest Paid	-		-
Income Taxes Paid	-		-

Online Disruptive Technologies, Inc.

~~The~~ ~~accompanying~~Notes ~~notes~~to ~~are~~the anCondensed ~~integral~~Interim ~~part~~Consolidated ofFinancial ~~these condensed interim consolidated financial statements.~~ Statements

~~Online~~September ~~Disruptive Technologies, Inc. Notes to the Condensed Interim Consolidated Financial StatementsJune~~ 30, 2019~~(Unaudited)~~

(Unaudited)

Note 1 - Nature of Operations and Going Concern

Online Disruptive Technologies, Inc. (“"ODT”" or the “"Company”") was incorporated on November 16, 2009 in the State of Nevada, U.S.A. The Company was in the business of operating websites with advertising revenue platforms. However, as described below, the Company changed its primary business focus to the development and commercialization of a biotechnology platform. The Company has limited operations that has had no revenues from inception to date. The Company has a December 31 year-end.

Effective March 24, 2010, the Company acquired 100% of the issued and outstanding shares of RelationshipScoreboard.com Entertainment Inc. (“"RS”" or “"RelationshipScoreboard.com”"), a company incorporated on November 16, 2009 in the state of Nevada, U.S.A. in exchange for 16,000,000 shares of the Company’'s common stock. Upon the completion of the acquisition, the former sole shareholder of RS held 89% of the Company’'s issued and outstanding common stock. As a result, the transaction was accounted for as a reverse takeover transaction (“"RTO”") for accounting purpose, as RS was deemed to be the acquirer, and these condensed interim consolidated financial statements are a continuation of the financial statements of RS. On January 28, 2013, RelationshipScoreboard.com was closed and dissolved. The Company sold the website assets for $10 to an arm’'s length individual and wrote off all supplier payables in the amount of $430.

On April 23, 2012, the Company established an Israeli subsidiary named Savicell Diagnostic Ltd. (“"Savicell”") with the intention of exploring business ventures in the biotechnology sector. On July 25, 2012, Savicell entered into a definitive licensing agreement with a division of the Tel Aviv University for the purpose of developing and commercializing a new technology relative to the early detection of various forms of disease. With the consummation of this transaction, the Company is now entirely focused on its biotechnology efforts.

These condensed interim consolidated financial statements have been prepared with the ongoing assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has a working capital deficit balance of $~~320~~305,~~696~~432 as at ~~June~~ September 30, 2019 (working capital ~~deficiency~~deficit balance December 31, 2018 –- $247,678) and an accumulated deficit of $16,~~265~~884,~~714~~830. Furthermore, additional future losses are anticipated which raise substantial doubt about the Company’'s ability to continue as a going concern. These condensed interim consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The operations of the Company have primarily been funded by the sale of common shares and loans received. Continued operations of the Company are dependent on the Company’'s ability to complete equity financings or to generate profitable operations in the future. Management’'s plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on reasonable terms to the Company. Failure to obtain the ongoing support of its equity financings and creditors may make the going concern basis of accounting inappropriate, in which case the Company’'s assets and liabilities would need to be recognized at their liquidation values. These condensed interim ~~consolidated~~consolidation financial statements do not include any adjustments relating to the recoverability and classification of recorded assets amounts and classification of liabilities that might arise from this uncertainty. The information included in these condensed interim consolidated financial statements should be read in conjunction with the audited financial statements and accompanying notes filed in Form 10-K for the year ended December 31, 2018 filed on April 03, 2019 with the U.S. Securities and Exchange Commission.

Online Disruptive Technologies, Inc. ~~Notes to the Condensed Interim Consolidated Financial StatementsJune 30, 2019(Unaudited)~~

Notes to the Condensed Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 2 - Significant Accounting Policies

a) Basis of ~~PresentationThese~~ condensed interim consolidated financial statements have been prepared for interim financial reporting in conformity with generally accepted accounting principles in the United States of America (“US GAAP”), and are expressed in United States dollars, unless otherwise noted. All adjustments considered necessary for a fair presentation of financial position, results of operations and cash flows for the six months ended June 30, 2019 have been included.Presentation

~~b) Principles~~These ~~of ConsolidationThese~~ condensed interim consolidated financial statements ~~include~~ ~~the~~have ~~accounts~~been ofprepared for interim financial reporting in conformity with generally accepted accounting principles in the ~~Company~~United ~~and~~States ~~its~~of ~~87.87%~~America (~~December~~"US 31GAAP"), ~~2018~~and –are ~~87.81%) interest~~expressed in ~~Savicell~~United States dollars, unless otherwise noted. All ~~significant~~adjustments ~~intercompany~~considered ~~accounts~~necessary for a fair presentation of financial position, results of operations and ~~transactions have~~cash ~~been~~flows ~~eliminated~~for ~~upon~~the ~~consolidation.~~nine months ended September 30, 2019 have been included.

cb) ~~Use~~ Principles of ~~EstimatesThe~~ preparation of condensed interim consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Consolidation

These condensed interim consolidated financial statements include the accounts of the Company and its 87.87% (December 31, 2018 - 87.81%) interest in Savicell. All significant intercompany accounts and transactions have been eliminated upon consolidation.

c) Use of Estimates

The preparation of condensed interim consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant areas requiring the use of management estimates include assumptions and estimates relating to share-based payments, valuation allowances for deferred tax assets and assessment of lease.

d) Foreign Currency TranslationThe Company’s functional currency is the U.S. dollar. The Company’s subsidiary’s functional currency is the New Israeli Shekel (“NIS”). Transactions in other currencies are recorded in U.S. dollars at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations.Translation

~~Results~~The ofCompany's ~~operations~~functional ~~are~~currency ~~translated~~is ~~into~~ the U.S. dollar. The Company’'s ~~presentation~~ subsidiary's functional currency, is the New Israeli Shekel ("NIS"). Transactions in other currencies are recorded in U.S. dollars, at anthe ~~appropriate~~rates ~~average rate~~ of exchange ~~during~~ prevailing when the ~~year~~transactions occur. ~~Net~~Monetary assets and liabilities denominated in other currencies are translated tointo U.S. dollars ~~for presentation purposes~~ at rates of exchange in effect at the ~~end~~balance ofsheet ~~the period~~dates. ~~Gains~~ orExchange ~~losses~~gains ~~arising~~and onlosses ~~translation~~ are ~~recognized~~recorded in ~~other~~the ~~comprehensive income~~statements ~~(loss)~~of ~~as foreign currency translation adjustments~~operations.

~~e) Cash~~Results ~~and~~of ~~Cash EquivalentsCash~~operations ~~and~~are ~~cash~~translated ~~equivalents~~into ~~consist~~the ~~entirely~~Company's presentation currency, U.S. dollars, at an appropriate average rate of ~~readily available~~exchange ~~cash~~during ~~balances~~the year. ~~There~~Net ~~were~~assets noand ~~cash~~liabilities ~~equivalents~~are astranslated to U.S. dollars for presentation purposes at rates of ~~June~~exchange ~~30,~~in ~~2019~~effect ~~and December~~at ~~31,~~the ~~2018~~end of the period. Gains or losses arising on translation are recognized in other comprehensive income (loss) as foreign currency translation adjustments.

fe) ~~Restricted cashRestricted~~ Cash ~~cash mainly consists of cash reserve~~ and ~~security deposits~~Cash ~~required for rental office.~~ Equivalents

~~Online~~Cash ~~Disruptive~~and ~~Technologies,~~cash ~~Inc~~equivalents consist entirely of readily available cash balances. ~~Notes~~There towere ~~the Condensed~~no ~~Interim~~cash ~~Consolidated~~equivalents ~~Financial~~as ~~StatementsJune~~of September 30, 2019~~(Unaudited)~~ and December 31, 2018.

f) Restricted cash

Restricted cash mainly consists of cash reserve and security deposits required for rental office.

Online Disruptive Technologies, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 2 - Significant Accounting Policies (Continued)

gf) Stock-based ~~CompensationThe Company accounts for its stock-based compensation awards in accordance with ASC Topic 718,~~ Compensation—Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees and non-employees including grants of stock options, to be recognized as expense in the statements of operations based on their grant date fair values. The Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock.

~~h) Stock~~The ~~for ServicesThe~~ Company ~~periodically~~accounts ~~issues~~for ~~common~~its stock-based compensation awards in accordance with ASC Topic 718, ~~warrants~~Compensation-Stock Compensation ("ASC 718"). ASC 718 requires all stock-based payments to employees and ~~common~~ non-employees including grants of stock options, to ~~consultants~~be ~~for~~recognized ~~various~~as ~~services.~~expense ~~Costs~~in the statements of ~~these transactions~~operations ~~are~~based ~~measured~~on attheir ~~the~~grant date fair ~~value~~values. ofThe ~~the~~Company ~~service~~estimates ~~received~~the orgrant ~~the~~date fair value of ~~the~~each ~~equity~~option ~~instruments~~award ~~issued,~~using ~~whichever~~the isBlack-Scholes ~~more~~option-pricing ~~reliably measurable~~model. The ~~value~~use of the ~~common~~Black-Scholes ~~stock~~option-pricing ismodel ~~measured~~requires atmanagement to make assumptions with respect to the ~~earlier~~expected term of ~~(i)~~the option, the ~~date~~expected ~~at which~~volatility aof ~~firm~~the ~~commitment~~common ~~for~~stock ~~performance~~consistent bywith the ~~counterparty~~expected tolife ~~earn~~of the ~~equity instruments~~option, isrisk-free ~~reached~~interest orrates ~~(ii)~~and ~~the~~expected ~~date~~dividend atyields ~~which~~of the ~~counterparty’s~~common ~~performance is complete~~stock.

ih) ~~Income Taxes~~ Stock ~~Income taxes are accounted~~ for ~~under~~Services the liability method of accounting for income taxes. Under the liability method, deferred tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply when the asset is realized or the liability is settled. The effect of a change in income tax rates on deferred tax liabilities and assets is recognized in income in the period in which the change occurs. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized.

~~Per~~The ~~FASB~~Company ~~ASC~~periodically ~~740~~issues ~~“Income~~common ~~taxes” under the liability method~~stock, ~~it is~~warrants ~~the~~and ~~Company’s~~common ~~policy~~stock options to ~~provide~~consultants for ~~uncertain~~various ~~tax~~services. ~~positions~~Costs ~~and~~of ~~the~~these ~~related interest~~transactions ~~and~~are ~~penalties~~measured ~~based~~at ~~upon~~the ~~management’s~~fair ~~assessment~~value of ~~whether~~the aservice ~~tax benefit~~received isor ~~more~~the ~~likely~~fair ~~than~~value ~~not~~of tothe beequity ~~sustained~~instruments ~~upon~~issued, ~~examination~~whichever byis ~~tax authorities.~~more Atreliably ~~June~~measurable. ~~30,~~The ~~2019,~~value of the ~~Company~~common ~~believes~~stock itis ~~has~~measured ~~appropriately accounted~~at ~~for~~the ~~any~~earlier ~~unrecognized~~of ~~tax~~(i) ~~benefits. To~~ the ~~extent~~date ~~the~~at ~~Company prevails in matters for~~ which a ~~liability~~firm commitment for anperformance ~~unrecognized~~by ~~benefit~~the iscounterparty ~~established or is required~~ to ~~pay~~earn ~~amounts in excess of~~ the ~~liability,~~equity ~~the~~instruments ~~Company’s~~is ~~effective tax~~reached ~~rate~~or in(ii) athe ~~given~~date ~~financial~~at ~~statement~~which ~~period may be affected. Interest and penalties associated with~~ the ~~Company’~~counterparty's ~~tax~~performance ~~positions~~is ~~are recorded as Interest Expense~~complete.

~~Online Disruptive Technologies, Inc. Notes to the Condensed Interim Consolidated Financial StatementsJune 30, 2019(Unaudited~~i) Income Taxes

Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, deferred tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply when the asset is realized or the liability is settled. The effect of a change in income tax rates on deferred tax liabilities and assets is recognized in income in the period in which the change occurs. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized.

Per FASB ASC 740 "Income taxes" under the liability method, it is the Company's policy to provide for uncertain tax positions and the related interest and penalties based upon management's assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At September 30, 2019, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company's effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company's tax positions are recorded as Interest Expense.

Online Disruptive Technologies, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 2 - Significant Accounting Policies (Continued)

j) Comprehensive Income (Loss)The Company accounts for comprehensive income under the provisions of ASC Topic 220-10, Comprehensive Income - Overall, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statements of Operations and Comprehensive Loss.

~~k) Earnings~~The ~~(Loss) Per~~Company ~~ShareBasic~~accounts ~~loss~~for ~~per~~comprehensive ~~share~~income isunder ~~computed on~~ the ~~basis~~provisions of ~~the~~ASC ~~weighted average~~Topic ~~number~~220-10, Comprehensive Income - Overall, which establishes standards for reporting and display of ~~common~~comprehensive ~~shares~~income, ~~outstanding~~its ~~during~~components ~~each~~and ~~period~~accumulated balances. The Company is disclosing this information on its Statements of Operations and Comprehensive Loss.

~~Diluted~~k) Earnings ~~loss~~(Loss) ~~per~~Per share is computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Stock options are considered to be common stock equivalents and were not included in the net loss per share calculation for the three and six months ended June 30, 2019 and 2018 because the inclusion of such underlying shares would have had an anti-dilutive effect. Share

~~l) Financial Instruments~~Basic ~~and~~loss ~~Fair~~per ~~Value~~share ofis ~~Financial~~computed ~~InstrumentsFair~~on ~~Value~~the basis of ~~Financial~~ ~~Instruments –~~ the ~~Company~~weighted ~~adopted~~average ~~SFAS~~number ~~ASC 820-10-50, “Fair Value Measurements”. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures~~ of ~~fair~~common ~~value~~shares ~~measurement~~outstanding ~~and~~during ~~enhances disclosure~~each ~~requirements for fair value measures~~period. ~~The three levels are defined as follows:~~

•Diluted ~~Level~~loss 1per ~~inputs~~share tois ~~the~~computed ~~valuation~~on ~~methodology~~the ~~are~~basis ~~quoted~~of ~~prices~~the ~~(unadjusted)~~weighted ~~for~~average ~~identical~~number ~~assets~~of orcommon ~~liabilities~~shares inand ~~active~~dilutive ~~markets~~securities outstanding. Stock •options ~~Level~~are 2considered ~~inputs~~ to ~~the~~be ~~valuation~~common ~~methodology~~stock ~~include~~equivalents ~~quoted~~and ~~prices~~were ~~for~~not ~~similar~~included ~~assets and liabilities~~ in ~~active~~the ~~markets,~~net ~~and~~loss ~~inputs~~per ~~that~~share ~~are~~calculation ~~observable~~ for the ~~asset~~three orand ~~liability,~~nine ~~either~~months ~~directly~~ended orSeptember ~~indirectly~~30, ~~for~~2019 ~~substantially~~and ~~the~~2018 ~~full~~because ~~term of~~ the ~~financial~~inclusion ~~instrument.~~of •such ~~Level~~underlying 3shares ~~inputs~~would tohave ~~valuation~~had ~~methodology~~an ~~are~~anti-dilutive ~~unobservable and significant to the fair measurement~~effect.

Asl) Financial atInstruments ~~June 30, 2019, the fair value of cash~~ and ~~cash equivalents~~Fair ~~was~~Value ~~measured using Level 1 inputs, and the fair value~~ of ~~convertible debentures~~Financial ~~was measured using Level 2 inputs.~~ Instruments

~~The~~Fair ~~Company’s~~Value ~~financial~~of ~~instruments~~Financial ~~are~~Instruments ~~cash~~- ~~and~~the ~~cash equivalents,~~Company ~~restricted~~adopted ~~cash,~~SFAS ~~accounts~~ASC ~~payable~~820-10-50, ~~accrued~~"Fair ~~liabilities,~~Value ~~promissory note,~~Measurements". ~~convertible~~This ~~debentures~~guidance ~~and~~defines ~~convertible~~fair ~~loans.~~value, ~~The~~establishes ~~recorded~~a ~~values~~three-level ofvaluation ~~our financial~~hierarchy ~~instruments~~for ~~approximate~~disclosures ~~their~~of ~~current~~ fair ~~values~~value ~~because~~measurement ofand ~~their nature~~enhances ~~and~~disclosure ~~respective~~requirements ~~maturity~~for ~~dates~~fair orvalue ~~durations~~measures. The three levels are defined as follows:

~~Online~~· ~~Disruptive~~Level ~~Technologies,~~1 ~~Inc~~inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. ~~Notes~~· Level 2 inputs to the ~~Condensed~~ ~~Interim~~valuation ~~Consolidated~~methodology ~~Financial~~include ~~StatementsJune~~quoted 30prices for similar assets and liabilities in active markets, ~~2019(Unaudited)~~ and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. · Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

As at September 30, 2019, the fair value of cash and cash equivalents was measured using Level 1 inputs, and the fair value of convertible debentures was measured using Level 2 inputs.

The Company's financial instruments are cash and cash equivalents, restricted cash, accounts payable, accrued liabilities, promissory note, convertible debentures and convertible loans. The recorded values of our financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

Online Disruptive Technologies, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 2 - Significant Accounting Policies (Continued)

m) Research and Development Expenses In the quarter ended June 30, 2019, all research and development costs are charged to expense as incurred. The majority of these costs are in-house expenses related to consulting fees, materials, salaries of employees working on the R&D projects, rent and legal expenses related to patents. A breakdown of the R&D costs is as follows:

	Six months	Six months	Three months	Three months
	ended June 30,	ended June 30,	ended June 30,	ended June 30,
	2019	2018	2019	2018
Research and Development	$	$	$	$
Expenses
Consulting fees	23,809	14,900	20,110	5,441
Legal fees	13,835	8,306	9,133	7,590
Office and Miscellaneous Expense	4,175	6,947	2,718	1,743
Payroll expense	312,915	387,638	147,682	233,540
R&D materials and supplies	42,865	16,326	34,521	1,863
Rent	2,037	17,497	612	8,638
Share-based compensation	387,617	953,148	187,731	879,125
Total	787,253	1,404,762	402,507	1,137,940

In the quarter ended September 30, 2019, all research and development costs are charged to expense as incurred. The majority of these costs are in-house expenses related to consulting fees, materials, salaries of employees working on the R&D projects, rent and legal expenses related to patents. A breakdown of the R&D costs is as follows:

Savicell’s financing commitment related to the License and Research Funding Agreement (as defined in Note 4 below) entered into with Ramot at Tel Aviv University was completely fulfilled by December 31, 2015.

	Nine months ended September 30, 2019	Nine months ended September 30, 2018	Three months ended September 30, 2019	Three months ended September 30, 2018
Research and Development Expenses	$	$	$	$
Consulting fees	35,648	20,069	11,839	5,169
Legal fees	17,918	12,993	4,083	4,686
Office and Miscellaneous Expense	5,549	10,390	1,374	3,444
Payroll expense	533,381	578,825	220,466	191,187
R&D materials and supplies	59,076	20,348	16,211	4,022
Rent	4,291	27,229	2,254	9,732
Share-based compensation	538,054	1,184,096	150,437	230,948
Total	1,193,917	1,853,950	406,664	449,188

~~n) Fixed AssetsThe~~Savicell's ~~depreciation~~financing ~~rates~~commitment ~~applicable~~related to ~~each~~the ~~category~~License ofand ~~fixed~~Research ~~assets are~~Funding Agreement (as ~~follows:~~defined in Note 4 below) entered into with Ramot at Tel Aviv University was completely fulfilled by December 31, 2015.

n) Fixed Assets

The depreciation rates applicable to each category of fixed assets are as follows:

Class of Properties	Depreciation Rate
Furniture and Fixtures	15-year; straight-line basis
Computer Equipment	3 to 4-year; straight-line basis
Lab Equipment	3 to 15-year; straight-line basis

o) Convertible ~~Debentures~~ Convertible debentures, for which the embedded conversion feature does not qualify for derivative treatment, is evaluated to determine if the effective or actual rate of conversion per the terms of the convertible note agreement is below market value. In these instances, the Company accounts for the value of the beneficial conversion feature as a debt discount, which is then accreted to interest expense over the life of the related debt using the effective interest method.Debentures

p) Convertible ~~LoansConvertible~~ ~~loans~~debentures, ~~are~~for ~~accounted~~which ~~for~~the inembedded ~~accordance~~conversion ~~with~~feature ~~ASC~~does ~~470-20. The~~not ~~Company~~qualify ~~has~~for ~~determined~~derivative ~~that~~treatment, is evaluated to determine if the ~~embedded~~effective or actual rate of conversion ~~options~~per inthe terms of the convertible ~~loans~~note ~~are~~agreement ~~not~~is ~~required~~below tomarket bevalue. ~~separately~~In ~~accounted~~these instances, the Company accounts for the value of the beneficial conversion feature as a ~~derivative~~ ~~under~~debt ~~GAAP~~discount, which is then accreted to interest expense over the life of the related debt using the effective interest method.

~~Online~~p) Convertible ~~Disruptive~~Loans ~~Technologies, Inc. Notes to the Condensed Interim Consolidated Financial StatementsJune 30, 2019(Unaudited)~~

Convertible loans are accounted for in accordance with ASC 470-20. The Company has determined that the embedded conversion options in the convertible loans are not required to be separately accounted for as a derivative under GAAP.

Online Disruptive Technologies, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 2 - Significant Accounting Policies (Continued)

q) Modifications to ~~DebtThe Company evaluates any modifications~~ to ~~its debt in accordance with the applicable guidance in ASC 470-50,~~ Debt-Modifications and Extinguishments. If the debt instruments are substantially modified, the modification is accounted for in the same manner as a debt extinguishment (i.e., a major modification) and the fees paid are recognized as expense at the time of the modification. Otherwise, such fees are deferred and amortized as an adjustment of interest expense over the remaining term of the modified debt instrument using the interest method.

~~r) Recently Adopted~~The ~~Accounting~~Company ~~Pronouncements~~evaluates Inany ~~July~~modifications ~~2017,~~to ~~the~~its ~~FASB~~debt ~~issued~~in ~~ASU 2017-11“Earnings~~accordance ~~Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments~~ with ~~Down Round Features; (Part II) Replacement of~~ the ~~Indefinite~~applicable ~~Deferral~~guidance ~~for~~in ~~Mandatorily~~ASC ~~Redeemable~~470-50, ~~Financial~~Debt-Modifications ~~Instruments of Certain Nonpublic Entities~~ and ~~Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”)~~Extinguishments. ~~ASU~~If ~~2017-11~~the ~~allows~~debt ~~companies to~~instruments ~~exclude~~are asubstantially ~~down~~modified, ~~round~~the ~~feature~~modification ~~when determining whether a financial instrument (or embedded conversion feature)~~ is ~~considered~~accounted ~~indexed~~for toin the ~~entity’s~~same ~~own stock.~~manner Asas a ~~result,~~debt ~~financial~~extinguishment ~~instruments~~ (~~or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities~~i.e., ~~A company will recognize the value of~~ a ~~down~~major ~~round~~modification) ~~feature only when it is triggered,~~ and the ~~strike~~fees ~~price~~paid ~~has~~are ~~been~~recognized ~~adjusted~~as ~~downward.~~expense ~~For equity-classified~~at ~~freestanding financial instruments, an entity will treat~~ the ~~value~~ oftime ~~the effect~~ of the ~~down round as a dividend and a reduction of income available to Common Stock holders in computing basic earnings per share~~modification. ~~For convertible instruments with embedded conversion features containing down round provisions~~Otherwise, ~~entities~~such ~~will~~fees ~~recognize~~are ~~the~~deferred ~~value~~and ofamortized ~~the down round~~ as aan ~~beneficial conversion~~adjustment ~~discount~~of tointerest beexpense ~~amortized~~over ~~to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company has early adopted~~ the ~~methodologies~~ ~~prescribed~~remaining byterm ~~this~~of ~~ASU for~~ the ~~year~~modified ~~ended~~debt ~~December~~instrument ~~31,~~using ~~2018 and there is no material impact on~~ the ~~Company’s~~interest ~~condensed interim consolidated financial statements~~method.

Inr) Recently ~~July~~Adopted ~~2018,~~Accounting ~~the~~Pronouncements FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. For entities that early adopted Topic 842, the amendments are effective upon issuance of ASU 2018-10, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. ASU 2018-10 will be effective for use for fiscal years beginning after December 15, 2018. The Company has adopted the methodologies prescribed by this ASU on January 1, 2019 and there is no material impact on the Company’s condensed interim consolidated financial statements.

In ~~June~~July ~~2018~~2017, the FASB issued ASU ~~2018~~2017-~~07,~~11"Earnings ~~Compensation-Stock Compensation~~Per Share (Topic ~~718~~260):; ~~Improvements~~Distinguishing toLiabilities ~~Nonemployee~~from ~~Share-Based~~Equity ~~Payment~~ (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting. ~~These~~for ~~amendments~~Certain ~~expand~~Financial Instruments with Down Round Features; (Part II) Replacement of the ~~scope~~Indefinite Deferral for Mandatorily Redeemable Financial Instruments of ~~Topic~~Certain ~~718,~~Nonpublic ~~Compensation—Stock Compensation~~Entities ~~(which~~and ~~currently~~Certain ~~only~~Mandatorily ~~includes~~Redeemable ~~share~~Noncontrolling Interests with a Scope Exception" ("ASU 2017-~~based~~11"). ~~payments~~ASU 2017-11 allows companies to ~~employees~~exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to ~~include~~the ~~share-based~~entity's ~~payments~~own ~~issued~~stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to ~~nonemployees~~be accounted for ~~goods~~as orderivative ~~services~~liabilities. ~~Consequently~~ A company will recognize the value of a down round feature only when it is triggered, and the ~~accounting~~strike ~~for~~price ~~share~~has been adjusted downward. For equity-~~based~~classified ~~payments~~freestanding tofinancial ~~nonemployees~~instruments, ~~and employees~~an entity will betreat ~~substantially~~the ~~aligned~~value of the effect of the down round as a dividend and a reduction of income available to Common Stock holders in computing basic earnings per share. ~~The~~For ~~ASU~~convertible ~~supersedes~~instruments ~~Subtopic~~with ~~505-50~~embedded conversion features containing down round provisions, ~~Equity—Equity-Based~~ ~~Payments~~entities will recognize the value of the down round as a beneficial conversion discount to ~~Non-Employees~~be amortized to earnings. ~~This~~ASU ~~standard~~2017-11 is effective for fiscal years beginning after December 15, 2018, ~~including~~and interim periods within ~~that~~ those fiscal years. Early adoption is permitted. The Company has early adopted the methodologies prescribed by this ASU for the year ended December 31, 2018 and there is no material impact on the Company's condensed interim consolidated financial statements.

~~Online~~In ~~Disruptive~~July ~~Technologies~~2018, ~~Inc.~~the ~~Notes~~FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. For entities that early adopted Topic 842, the ~~Condensed~~ ~~Interim~~amendments ~~Consolidated~~are ~~Financial~~effective ~~StatementsJune~~upon 30issuance of ASU 2018-10, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. ASU 2018-10 will be effective for use for fiscal years beginning after December 15, 2018. The Company has adopted the methodologies prescribed by this ASU on January 1, 2019~~(Unaudited)~~ and there is no material impact on the Company's condensed interim consolidated financial statements.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. These amendments expand the scope of Topic 718, Compensation-Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity-Equity-Based Payments to Non-Employees. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year.

Online Disruptive Technologies, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 2 - Significant Accounting Policies (Continued)

r) Recently Adopted Accounting Pronouncements (continued)

The Company has adopted the methodologies prescribed by this ASU on January 1, 2019 and there is no material impact on the Company’'s condensed interim consolidated financial statements.

In February 2016, the Financial Accounting Standards Board (“"FASB”") issued ASC 842 which requires lessees to recognize a right-of-use (“"ROU”") asset and lease liability on the balance sheet for virtually all leases. From a lessee perspective, ASC 842 retains a dual model requiring leases to be classified as either operating or finance leases for the income statement. Operating leases will result in straight-line expense, and financing leases will have a front-loaded expense pattern with an interest expense component. On January 1, 2019, the Company adopted ASC 842 and all related amendments using the prospective transition approach. The comparative information has not been restated and continues to be reported under the accounting standards in effect for those periods. Adoption of the new standard resulted in the recording of lease ROU assets and lease liabilities of approximately $90,146 as of January 1, 2019. In accordance with ASC 842, the Company determines if an arrangement is a lease at inception based on whether there is an identified asset, whether the Company has the right to obtain substantially all of the economic benefits from the use of the asset and whether the Company has the right to direct the use of the asset. Currently, the Company only has operating leases and does not have any financing leases. Operating lease ROU assets and operating lease liabilities are recognized based on the present value of the future minimum lease payments over the lease term. Lease expense for minimum lease payments is recognized on a straight-line basis over the lease term. See note 3, Leases, for further disclosures and detail regarding our operating leases.

s) Recently Issued Accounting Pronouncements Not Yet Adopted

In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—-Changes to the Disclosure Requirements for Fair Value Measurement. For all entities, amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date. The Company is currently evaluating the potential impact this guidance will have on the condensed interim consolidated financial statements, if any.

Note 3 –- Adoption of ASC 842, Leases

On January 1, 2019, the Company adopted ASC 842 using the prospective transition approach, which applies the provisions of the new guidance at the effective date without adjusting the comparative periods presented. The adoption of the lease standard did not result in a cumulative-effect adjustment to opening equity. Results for reporting periods beginning after January 1, 2019 are presented under ASC 842 while prior period amounts are not adjusted and continue to be reported in accordance with the Company’'s historic accounting under ASC 840, “"Leases,”" (“"ASC 840”").

Online Disruptive Technologies, Inc. ~~Notes to the Condensed Interim Consolidated Financial StatementsJune 30, 2019(Unaudited)~~

Notes to the Condensed Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 3 - Adoption of ASC 842, Leases (Continued)

The Company leases office space. For leases with terms greater than 12 months, the Company records the related right-of-use (“"ROU”") asset and lease obligation at the present value of lease payments over the term. Leases may include fixed rental escalation clauses, renewal options and / or termination options that are factored into the determination of lease payments when appropriate. The Company’'s leases do not usually provide a readily determinable implicit rate; therefore, an estimate of the Company’'s incremental borrowing rate is used to discount the lease payments based on information available at the lease commencement date. The discount rate used was 5%.

Operating lease costs during the ~~six~~three and nine months ended ~~June~~September 30, 2019 were $2814,~~076.~~544 and $42,620 respectively.

The adoption of ASC 842 resulted in the recognition of ROU assets and lease liabilities of approximately $90,146 as of January 1, 2019. As at ~~June~~September 30, 2019, ROU Asset is $7669,~~964~~505, current portion and long term portion of these lease liabilities are $5755,~~181~~700 and $2515,~~769~~594 respectively. The standard did not materially impact the Company’'s condensed interim consolidated statement of operations or its condensed interim consolidated statement of cash flows for the ~~six~~ nine months ended ~~June~~September 30, 2019. See below for the Company’'s updated lease policy and the required disclosures under ASC 842. The Company is a lessee in a rental lease that has expiry dates within the next 2 years.

	Right-of-use Asset		Lease Liability
	$		$
Balance, December 31, 2018	-		-
Adoption of ASC 842	90,146		103,917
Lease expense	(1726,~~464~~662	)	-
Lease liability expense	-		23,~~343~~318
Lease payments	-		(2842,~~157~~620	)
Effect of foreign exchange rate changes	46,~~282~~021		46,~~847~~679
	76,964		82,950
Balance, September 30, 2019	69,505		71,294
Current	-		5755,~~181~~700
Non-current	-		2515,~~769~~594

The Company is a lessee in two leases that have expiry dates ranging between two (2) and three (3) years. The table below summarizes the remaining expected lease payments under our operating leases as of ~~June~~September 30, 2019.

Future Lease Payments		~~June~~September 30, 2019
2019	$	~~2019~~14,207
2019	$	28,157
2020		45,724
2020		45,312
2021		11,759
2021		11,653
Less: imputed interest		(396	)
Less: imputed interest		(2,172	)
Present value of operating lease liabilities	$	71,294
Present value of operating lease liabilities	$	82,950

Online Disruptive Technologies, Inc. ~~Notes to the Condensed Interim Consolidated Financial StatementsJune 30, 2019(Unaudited)~~

Notes to the Condensed Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 3 - Adoption of ASC 842, Leases (Continued)

Update to Lease Policy

Accounting and reporting guidance for leases requires that leases be evaluated and classified as either operating or finance leases by the lessee and as either operating, sales-type or direct financing leases by the lessor. The Company’'s operating leases are included in ROU assets, lease liabilities-current portion and lease liability-less current portion in the accompanying consolidated balance sheets. ROU assets represent the Company’'s right to use an underlying asset for the lease term, and lease liabilities represent the obligation to make lease payments arising from the lease.

Note 4 –- Fixed Assets

As of ~~June~~September 30, 2019, the fixed assets balance on the consolidated financial statement consist of the following:

		Furniture and			Computer
Cost:		Furniture and Fixtures			Computer Equipment			Lab Equipment			Total
Cost:		Fixtures			Equipment			Lab Equipment			Total
December 31, 2017	$	3,871		$	29,325		$	49,191		$	82,387
Additions		-			9,933			10,897			20,830
Exchange difference		(286	)		(2,580	)		(4,089	)		(6,955	)
December 31, 2018	$	3,585		$	36,678		$	55,999		$	96,262
Additions		-			-			-			-
Exchange difference		~~183~~274			~~1872~~2,802			24,~~858~~278			47,~~913~~354
June 30, 2019	$	3,768		$	38,550		$	58,857		$	101,175
September 30, 2019	$	3,859		$	39,480		$	60,277		$	103,616

		Furniture and			Computer			Lab
Amortization:		Furniture and Fixtures			Computer Equipment			Lab Equipment			Total
Amortization:		Fixtures			Equipment			Equipment			Total
December 31, 2017	$	887		$	19,497		$	14,868		$	35,252
Additions		137			6,692			12,311			19,140
Exchange difference		(65	)		(1,440	)		(1,899	)		(3,404	)
December 31, 2018	$	959		$	24,749		$	25,280		$	50,988
Additions		~~120~~208			23,~~198~~327			69,~~135~~286			812,~~453~~821
Exchange difference		~~2,271~~(615	)		~~202~~(10,289	)		~~207~~15,082			24,~~680~~178
June 30, 2019	$	3,350		$	27,149		$	31,622		$	62,121
September 30, 2019	$	552		$	17,787		$	49,648		$	67,987

		Furniture and		Computer		Lab
Net Book Value:		Furniture and Fixtures		Computer Equipment		Lab Equipment		Total
Net Book Value:		Fixtures		Equipment		Equipment		Total
December 31, 2018	$	2,626	$	11,929	$	30,719	$	45,274
June 30, 2019	$	418	$	11,401	$	27,235	$	39,054
September 30, 2019	$	3,307	$	21,693	$	10,629	$	35,629

The Company recorded depreciation in R&D materials and supplies in Research and Development expenses as disclosed in Note 2 (l).

Online Disruptive Technologies, Inc. ~~Notes to the Condensed Interim Consolidated Financial StatementsJune 30, 2019(Unaudited)~~

~~Note~~Notes 5to –the ~~License~~Condensed ~~and~~Interim ~~Research~~Consolidated ~~Funding~~Financial ~~Agreement~~Statements

OnSeptember ~~July 25~~30, ~~2012, the Company’s subsidiary Savicell entered into a License and Research Funding Agreement (“R&D Agreement”) with Ramot at Tel Aviv University (“Ramot”) pursuant to which:~~2019

(Unaudited)

Note 5 - License and Research Funding Agreement

On July 25, 2012, the Company's subsidiary Savicell entered into a License and Research Funding Agreement ("R&D Agreement") with Ramot at Tel Aviv University ("Ramot") pursuant to which:

In the course of research performed at Tel-Aviv University ("TAU"), Prof. Fernando Patolsky has developed technology relating to early detection of diseases by measuring metabolic activity in the immune system;
Savicell wishes to fund further research at TAU relating to such technology; and
Savicell wishes to obtain a license from Ramot with respect to such technology and the results of such further funded research in order to develop and commercialize products in the diagnostics space, and Ramot wishes to grant the Company such license, all in accordance with the terms and conditions of this R&D Agreement.

Pursuant to the above noted R&D Agreement, Savicell funded research expenditures amounting to a total of $1,600,000 (paid in prior years).

$81,000 within 5 business days of the R&D Agreement (paid)
Before October 2012; $359,500 plus VAT as applicable (paid)
Before January 3, 2013; $359,500 plus VAT as applicable (paid)
Before April 3, 2013; $400,000 plus VAT as applicable (paid)

The payments originally due on April 3, 2013 and July 3, 2013 were postponed by the parties until such time as the funds were actually required in furtherance of the joint research and development initiatives. As of December 31, 2015, Savicell’'s entire financing commitment has been met and no more expenditures are mandated by the R&D Agreement on behalf of Ramot. Savicell is continuing the clinical research within its own laboratory situated in Haifa, Israel.

In addition, during fiscal year 2013, Savicell agreed to issue to Ramot warrants (the “"Warrants”") to purchase a number of ordinary shares of Savicell which shall together comprise 15% of issued shares of Savicell on an as-converted, fully diluted basis (equivalent to 1,765 Warrant Shares of Savicell). The Warrants shall be exercisable at an exercise price equal to the par value of the Warrant Shares, at any time and from time to time before Savicell completes a deemed liquidity event or the first underwritten offering of the Savicell's ordinary shares to the general public. The fair value of the Warrant Shares has been estimated at $1,698.97 per Warrant Share which is equivalent to the price at which Savicell has issued shares to third parties, for a total of $2,998,682 which has been included in research and development costs. As the exercise price inherent in the warrant certificate to purchase 1,765 common shares of Savicell is at nominal value, the warrant certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related common shares are considered to be issued and outstanding.

Upon successful development and commercialization of the technology, and in recognition of the rights and licenses granted to Savicell pursuant to this R&D Agreement, Savicell will be subject to (a) royalties based on the worldwide sales related to the technology; and (b) minimum annual royalties with respect to any calendar year following the first commercial sales as follows. The minimum annual royalties are subject to increases for each successive year.

During the three and ~~six~~nine months ended ~~June~~September 30, 2019, Savicell incurred research and development costs of $~~402~~406,~~507~~664 and $~~787~~1,~~253~~193,917 respectively (~~June~~September 30, 2018 - $1449,~~137,940~~188 and $1,~~404~~853,~~762~~950) which were included in the condensed interim consolidated statements of operations and comprehensive loss.

Online Disruptive Technologies, Inc. ~~Notes to the Condensed Interim Consolidated Financial Statements June 30, 2019 (Unaudited)~~

~~Note~~Notes 6to –the ~~Related~~Condensed ~~Party~~Interim ~~Transactions~~Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 6 - Related Party Transactions

The Company completed the following related party transactions:

During the three and ~~six~~nine months ended ~~June~~September 30, 2019, the Company incurred consulting fees and salaries of $128,~~102~~703 and $~~255~~385,~~608~~649 respectively (~~June~~September 30, 2018 - $~~124~~98,~~703~~644 and $~~265~~364,~~488~~132) payable to its directors and officers.

As at ~~June~~September 30, 2019, there was $~~148~~220,~~148~~020 (December 31, 2018 –- $94,045) payable to current officers and directors of the Company.

As at ~~June~~September 30, 2019, included in convertible debentures are amounts of $2,061,388 (December 31, 2018 - $2,061,388) that was entered into with two directors, one consultant, and one key management personnel of the Company (Note 8).

Note 7 –- Promissory Note

During the year ended December 31, 2018, the Company issued a promissory note to the spouse of a consultant and former director of the Company for $50,000. The note bears interest at the rate of 10% per annum with an initial maturity date of the earlier of February 28, 2019 or the closing by the Company of an equity financing of at least $250,000. Interest incurred during the three and ~~six~~nine months ended ~~June~~September 30, 2019 is $~~1,364~~663 and $2,~~568~~865 respectively (~~June~~September 30, 2018 ~~$nil~~- ~~and~~ $nil).

During the ~~six~~nine months ended the Company has repaid $1035,000. The remaining balance is due on demand and the parties have agreed to allow for ultimate repayment beyond the originally contemplated maturity date.

Note 8 –- Convertible Debentures

On April 15, 2015, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $852,418. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.055 over a seven year term.

On December 31, 2015, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $188,085 with an unsecured and non-interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a seven year term.

On December 31, 2016, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $172,895 with an unsecured and non-interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a seven-year term.

Online Disruptive Technologies, Inc. ~~Notes to the Condensed Interim Consolidated Financial StatementsJune 30, 2019(Unaudited)~~

~~Note~~Notes 8to –the ~~Convertible~~Condensed ~~Debentures~~Interim ~~(continued)~~Consolidated Financial Statements

OnSeptember ~~December 31~~30, 2018, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $843,266 with an unsecured and non- interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a ten-year term.2019

(Unaudited)

Note 8 - Convertible Debentures (continued)

On December 31, 2018, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $843,266 with an unsecured and non-interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a ten-year term.

The Company evaluated these convertible debentures for derivatives and determined that they do not qualify for derivative treatment. The Company then evaluated the debenture for beneficial conversion features and determined that the convertible debenture issued on April 15, 2015 does contain beneficial conversion features.

The aggregate intrinsic value of the beneficial conversion features was determined to be $852,418. This amount was recorded as a debt discount on April 15, 2015 that is being amortized over the life of the debenture at effective interest rate of 71%. The total debt discount amortization of $852,418 was fully recognised as of December 31, 2018.

		December 31, 2018		Additions		~~June~~September 30, 2019
Giora Davidovits	$	860,293	$	-	$	860,293
Eyal Davidovits		402,861		-		402,861
Irit Arbel		355,746		-		355,746
Robbie Manis		437,763		-		437,763
Total	$	2,056,663	$	-	$	2,056,663

		December 31, 2018			Additions		~~June~~September 30, 2019
Convertible debentures	$	2,056,663		$	-	$	2,056,663
Convertible discount		(852,418	)		-		(852,418	)
Net convertible debentures		1,204,245			-		1,204,245
Interest accretion		852,418			-		852,418
Exchange difference		4,725			-		4,725
Balance	$	2,061,388		$	-	$	2,061,388

Note 9 –- Convertible Loan

On March 8, 2018, the Company issued one convertible loan in the face amount of $350,000 to two current shareholders. The convertible loan matures after two years and bears interest at a rate of 10% per annum. The convertible loan may be converted into common shares of the Company at the earlier of fifteen days after the maturity date and the date the Company raises gross proceeds of $5,000,000 through private placements or files a registration statement with the Securities and Exchange Commission in the United States. The conversion price is $0.20 per share or such lesser price that the Company may issue additional shares to third parties, and, on conversion or repayment of the convertible loan, the Company will issue warrants in a number that is equal to the amount of the loan divided by the conversion price, exercisable at the funding price. In addition, the Company will reset the prior investment price issuable to each Lender for the amount equal to the lower of the prior investment made by such lenders and the amount invested by such lenders under this loan agreement. Such lower amount is referred to as “ "Covered Investment”". ~~The~~ incremental number of common shares to be issued to the lenders by the Company is the Covered Investment divided by the reduced share price less the number of common shares previously issued by the Company in respect of the Covered InvestmentThe

Online Disruptive Technologies, Inc. ~~Notes to the Condensed Interim Consolidated Financial Statements June 30, 2019 (Unaudited)~~

~~Note~~Notes 9to –the ~~Convertible~~Condensed ~~Loan~~Interim ~~(continued).~~Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 9 - Convertible Loan (continued)

incremental number of common shares to be issued to the lenders by the Company is the Covered Investment divided by the reduced share price less the number of common shares previously issued by the Company in respect of the Covered Investment.

During the year ended December 31, 2018, the Company issued four convertible loans in the aggregate amount of $187,000 to four individual lenders. The debentures are interest bearing at a rate of 10% per annum and have a term to maturity of two years. The loans are convertible into common shares of the Company at the lower of $0.20 per share and the price of a future financing initiative. Moreover, warrants will be granted to the lenders upon the earlier of repayment of the loans or conversion thereof, in a number that is equal to the amount of the convertible loans divided by the conversion price, exercisable at the funding price.

The Company evaluated these convertible loans for derivatives and determined that they do not qualify for derivative treatment. Interest will be accrued and be due and payable upon the maturity date of the loan. The accrued interest will also be converted into common shares of the company. Interest incurred during the three and ~~six~~nine months ended ~~June~~September 30, 2019 is $~~nil~~13,535 and $6679,~~201~~736 respectively (~~three~~September ~~and six months ended June~~ 30, 2018: $nil).

Note 10 –- Equity

Common Shares

On April 17, 2018, stock options previously granted by the Company were exercised, resulting in the issuance of 481,179 common shares at $0.01 per share for total proceeds of $4,812.

On June 20, 2018, the Company issued 117,660 shares at $0.20 per share for an aggregate amount of $23,532 in exchange for consulting services rendered during the year ended December 31, 2018.

On August 24, 2018, the Company issued 16,665 common shares at $0.20 per share for total proceeds of $3,333 for stock options that were exercised during the year ended December 31, 2018.

On August 27, 2018, stock options previously granted by the Company to a consultant were exercised resulting in the issuance of 800,000 common shares at $0.01 per share. The Company will receive consulting services from this consultant in 2019 in lieu of receiving cash proceeds from this issuance.

On September 7, 2018, the Company issued an aggregate of 2,300,000 units at a price of $0.20 per unit for gross proceeds of $460,000. Each unit is comprised of one common share of the Company and one non-transferable common share purchase warrant with each warrant being exercisable into one additional share at an exercise price of $0.20 per warrant share for a period of two years after the closing of the financing.

On December 18, 2018, the Company issued 78,625 shares at $0.20 per share for an aggregate amount of $15,725 in respect of future consulting services to be rendered up from January 1, 2019 to December 31, 2019.

On December 19, 2018, the Company issued an aggregate of 605,585 units at a price of $0.20 per unit. The total proceeds consist of $95,000 which was previously recorded as a share subscription received on the balance sheet with the remaining gross proceed of $26,117 received in 2018. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until December 19, 2020. On December 19, 2018, the Company issued an aggregate of 500,000 units at a price of $0.20 per unit for total proceeds of $100,000. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire of $0.20 per share until December 19, 2020.

Online Disruptive Technologies, Inc. ~~Notes to the Condensed Interim Consolidated Financial StatementsJune 30, 2019(Unaudited)~~

~~Note~~Notes 10to –the ~~Equity~~Condensed ~~(continued)~~Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 10 - Equity (continued)

Common Shares (continued)

stock at a price of $0.20 per share until December 19, 2020. On December 19, 2018, the Company issued an aggregate of 500,000 units at a price of $0.20 per unit for total proceeds of $100,000. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire of $0.20 per share until December 19, 2020.

On March 4, 2019, the Company issued an aggregate of 1,252,000 common shares at a price of $0.20 per share for gross proceeds of $250,400.

On March 4, 2019, the Company issued 50,000 shares at $0.20 per share for an aggregate amount of $10,000, for proceeds received in previous year.

On March 4, 2019, an employee exercised 500,000 options and accordingly received 500,000 common shares at an exercise price of $0.01 per share for aggregate consideration of $5,000.

On April 12, 2019, the Company issued an aggregate of 618,985 unit at a price of $0.20 per share for gross proceeds of $123,797. Each unit is comprised of one common share and non-transferable common share purchase warrant with each warrant being exercisable into one additional share at an exercise price of $0.20 per warrant share for a period of two years after the closing of the financing.

On April 12, 2019, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 756,480 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $6,392.

As at ~~June~~September 30, 2019, the Company has $~~414~~936,000 share subscription received ~~but~~for ~~not~~which ~~issue~~the shares had not yet been issued and 127,240,587 common shares (December 31, 2018 –- 124,063,122) issued and outstanding.

Warrants

A summary of warrants as at ~~June~~September 30, 2019 and December 31, 2018 is as follows:

	Warrant Outstanding			~~Warrant Outstanding~~
				Weighted Average
	Number of warrant			Exercise Price
Balance, December 31, 2018	5,186,835		$	0.20
Granted	12,~~920~~075,985			0.20
Expired	(1,693,750	)		0.20
Balance, June 30, 2019	5,414,070		$	0.20
Balance, September 30, 2019	5,569,070		$	0.20

~~Warrant~~Online ~~Outstanding~~Disruptive ~~Weighted~~Technologies, ~~Average Number of warrant Exercise Price~~Inc.

~~Online Disruptive Technologies, Inc.~~ Notes to the Condensed Interim Consolidated Financial ~~StatementsJune 30, 2019(Unaudited)~~Statements

~~Note~~September 1030, –2019 ~~Equity (Continued)~~

(Unaudited)

Note 10 - Equity (Continued)

Warrants (continued)

Number Outstanding	Weighted Average	Expiry Date	Weighted Average
		Warrant Outstanding
	Exercise Price		Remaining Life
					Weighted Average
2,300,000	$0.20	September 7, 2020	1.19
		Number of warrant			Exercise Price
87,500	$0.20	September 17, 2021	2.22
Balance, December 31, 2017		1,693,750		$	0.20
1,105,585	$0.20	December 19, 2020	1.47
Issued		2,387,500			0.20
618,985	$0.20	April 12, 2021	1.79
Balance, September 30, 2018		4,081,250		$	0.20
1,302,000	$0.20	March 4, 2021	1.68
5,414,070	$0.20		1.45

Number Outstanding	Weighted Average Exercise Price	Expiry Date	Weighted Average Remaining Life
2,300,000	$0.20	September 7, 2020	0.94
87,500	$0.20	September 17, 2021	1.97
1,105,585	$0.20	December 19, 2020	1.22
618,985	$0.20	April 12, 2021	1.53
1,302,000	$0.20	March 4, 2021	1.43
120,000	$0.20	July 19, 2021	1.80
35,000	$0.20	July 30, 2021	1.83
5,569,070	$0.20		1.22

Preferred Shares

The Company has authorized 20,000,000 preferred shares at a par value of $0.001 per share. No preferred shares have been issued by the Company and accordingly none are outstanding.

Stock Options

InOn ~~August~~March ~~2015~~7, 2016 the Company granted a total of 175,~~730,~~000 stock options to ~~four~~two ~~advisors of the Company~~employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ~~six-~~seven years. One third of the options will vest aton ~~end~~each of ~~each completed year for which~~ the ~~consultant~~ ~~provides~~first, ~~the~~second ~~services.~~and ~~The~~third ~~options~~anniversaries ~~were~~of ~~valued based on~~ the ~~Black Scholes~~date ~~model.~~of ~~For~~grant ~~the~~provided ~~six months ended June 30, 2019,~~ the ~~Company~~employee ~~recorded stock~~remains ~~based~~an ~~compensation of nil (2018: $9,382) for such options.~~employee

~~On November 22, 2015 the Company granted a total~~ of ~~50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of~~ the ~~options~~ ~~will vest at the grant date of each of November 22, 2016, November 22, 2017 and November 22, 2018 that the employee remains an employee of the~~ Company or its subsidiaries. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company recorded stock based compensation of ~~nil~~$163 (2018: $~~3,392~~811) for such options.

On ~~December~~May 15, ~~2015~~2016 the Company granted a total of ~~125~~150,000 stock options to ana ~~employee~~consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ~~seven~~ten years. One third of the options will vest aton ~~the grant date of~~ each of ~~December~~the 1first, ~~2016,~~second ~~December~~and ~~1, 2017~~third ~~and~~anniversaries ~~December~~of 1,the ~~2018~~date ~~that~~of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company recorded stock based compensation of ~~nil~~$636 (2018: $1,~~987~~701) for such options.

OnOnline ~~December~~Disruptive 6Technologies, ~~2015 the Company granted a total of 100,000 stock options to an employee~~Inc. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at the grant date of each of December 6, 2016, December 6, 2017 and December 6, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the six months ended June 30, 2019 the Company recorded stock based compensation of nil (2018: $1,658) for such options.

~~Online Disruptive Technologies, Inc.~~ Notes to the Condensed Interim Consolidated Financial Statements ~~June 30, 2019 (Unaudited)~~

~~Note~~September 1030, –2019 ~~Equity (Continued)~~

(Unaudited)

Note 10 - Equity (Continued)

Stock Options (continued)

On ~~February~~June 156, 2016 the Company granted a total of 50800,000 stock options to ana ~~employee~~consultant. The stock options are exercisable at anthe exercise price of $0.20 per share and may be exercised for ~~seven~~five years. ~~One~~480,000 ~~third~~ of the options so granted will vest onas ~~each~~ to one quarter of such options at the ~~first,~~end ~~second~~of ~~and~~each ~~third~~completed ~~anniversaries~~year ofthat the ~~date~~consultant ofprovides ~~grant~~the ~~provided~~services. ~~the~~The ~~employee~~remaining ~~remains~~320,000 anoptions ~~employee~~will ofbe fully vested when the ~~Company~~consultant orhas ~~its~~completed ~~subsidiaries.~~the ~~The~~provision ~~options~~of ~~were~~a ~~valued~~minimum ~~based~~of on600 ~~the~~blood ~~Black~~samples ~~Scholes~~of ~~model.~~lung ~~During~~cancer and control patients during the ~~six~~4 ~~months~~years ~~ended~~following June 306, ~~2018, 16,665~~2016. One twelfth of these options ~~were~~will ~~exercised~~vest atupon ~~$0.20~~each ~~per~~50 ~~share~~blood ~~resulting~~samples inhaving ~~total~~been ~~proceeds~~delivered ofby ~~$3,333~~the consultant to the Company. The ~~remainder~~ options ~~33,335~~ were ~~cancelled~~valued ~~and~~based noon ~~stock~~the ~~based~~Black ~~compensation~~Scholes ~~was~~model. ~~recorded~~For ~~for~~ the ~~six~~nine months ended ~~June~~September 30, 2019, 626,667 option vested and the Company recorded stock based compensation of $9,242 (2018: $20,268) for such options.

On ~~March~~November 71, 2016, the Company granted a total of 75360,000 stock options to ~~two~~an ~~employees~~employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One ~~third~~half of the options will vest onimmediately ~~each~~and ~~of the~~one-half ~~first,~~shall ~~second~~vest ~~and~~on ~~third~~the ~~anniversaries~~on of the first anniversary date of grant provided the ~~employee~~grantee remains ana ~~employee~~board member of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company recorded stock based compensation of ~~$163~~nil (2018: ~~$843~~nil) ~~for such options~~.

On May 531, ~~2016~~2017, the Company granted a total of ~~150~~875,000 stock options to ansix ~~consultant~~employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ~~ten~~seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the six months ended June 30, 2019 the Company recorded stock based compensation of $636 (2018: $2,086) for such options.

Onof ~~June 6, 2016~~ the Company ~~granted~~or aits ~~total of 800,000 stock options to a consultant~~subsidiaries. The ~~stock~~ options are exercisable at the exercise price of $0.20 per share and may be exercised for five years. 480,000 of the options so granted will vest as to one quarter of such options at the end of each completed year that the consultant provides the services. The remaining 320,000 options will be fully vested when the consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years following June 6, 2016. One twelfth of these options will vest upon each 50 blood samples having been delivered by the consultant to the Company. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, ~~626,667 option vested and~~ the Company recorded stock based compensation of $618,~~599~~598 (2018: $1241,~~434~~755) for such options.

On ~~November~~July 12, ~~2016~~2017, the Company granted a total of ~~360~~150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One ~~half~~third of the options will vest ~~immediately~~ ~~and one-half shall vest~~ on ~~the~~each onof the first, ~~anniversary~~second ~~date~~and third anniversaries of the grant date provided the ~~grantee~~provided ~~remains~~the aemployee ~~board~~remains ~~member~~an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~ September 30, 2019, the Company recorded stock based compensation of ~~nil~~$3,426 (2018: ~~nil~~$7,705). for such options.

On ~~May~~July 3112, 2017, the Company granted a total of ~~875~~260,000 stock options to ~~six~~an ~~employees~~employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ~~seven~~ten years. ~~One third of the options will vest on each of the first~~50,000 ~~second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The~~ options ~~were~~vested ~~valued based~~ on ~~the Black Scholes model. For the six months ended June 30, 2019, the Company recorded stock based compensation of $15,314 (2018: $47,930) for such options.~~ grant

~~Online~~date. ~~Disruptive~~Off ~~Technologies~~the remaining 210,000, ~~Inc~~one third of the options will vest on each of the first, second and third anniversaries of the grant date provided the employee remains a consultant of the Company or its subsidiaries. The ~~Notes~~options towere valued based on the ~~Condensed~~Black ~~Interim~~Scholes ~~Consolidated~~model. ~~Financial~~For ~~Statements June~~the nine months ended September 30, 2019 , the Company recorded stock based compensation of $5,168 (~~Unaudited~~2018: $10,662) for such options.

~~Note~~On 10February –13, ~~Equity~~2018, the Company granted a total of 231,250 stock options to a consultant. The stock options vest immediately and are exercisable at an exercise price of $0.20 per share and may be exercised over five years. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2019, the Company recorded stock based compensation of nil (~~Continued~~2018: $26,422) for such options.

Online Disruptive Technologies, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 10 - Equity (Continued)

Stock Options (continued)

On ~~July~~June 222, ~~2017~~2018, the Company granted a total of ~~150~~4,100,000 stock options to ana ~~employee~~group of employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant, ~~date~~namely ~~provided~~June ~~the~~22, 2019, June 22, 2020 and June 22, 2021 provided the ~~employee~~employees remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company recorded stock based compensation of $2208,~~832~~638 (2018: $995,~~144~~589) for such options.

On ~~July~~June 1222, ~~2017~~2018, the Company granted a total of ~~260~~1,500,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ~~ten~~seven years. ~~50,000~~One ~~options~~quarter ~~vested~~of onthe ~~grant~~options ~~date.~~will ~~Off~~vest ~~the~~ immediately. The remaining ~~210~~1,~~000~~125,000 ~~one third of the~~ options will vest in equal amounts on each of ~~the~~June ~~first~~22, ~~second~~2019, ~~and~~June ~~third~~22, ~~anniversaries~~2020 ofand ~~the~~June ~~grant~~22, ~~date~~2021 provided the employee remains aan ~~consultant~~employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company recorded stock based compensation of $457,~~172~~002 (2018:; $1278,~~314~~476) for such options.

On ~~February~~June 1322, 2018, the Company granted a total of ~~231~~200,~~250~~000 stock options to a consultant. The stock options ~~vest immediately and~~ are exercisable at an exercise price of $0.20 per share and may be exercised ~~over~~for ~~five~~seven years. ~~The~~One ~~options~~third ~~were valued~~of ~~based on~~ the ~~Black~~options ~~Scholes~~will ~~model.~~vest ~~For~~on ~~the~~each ~~six~~of ~~months ended~~ June 3022, 2019, ~~the~~June ~~Company~~22, ~~recorded~~2020 ~~stock~~and ~~based~~June ~~compensation~~22, of2021. ~~nil~~The ~~(2018:~~options ~~$26,317)~~were ~~for~~valued ~~such~~based ~~options.~~on the Black Scholes

On June 22, 2018, the Company granted a total of 4,100,000 stock options to a group of employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant, namely June 22, 2019, June 22, 2020 and June 22, 2021 provided the employees remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company recorded stock based compensation of $~~168~~9,~~720~~593 (2018: $~~182~~4,~~608~~544) for such options.

On June 22, 2018, the Company granted a total of 14,~~500~~000,000 stock options to ana ~~employee~~consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One quarter of the options ~~will~~ vest ~~immediately.~~ ~~The~~on ~~remaining~~the 1date of grant,~~125,000~~ ~~options~~and ~~will~~a ~~vest~~further inquarter ~~equal~~will ~~amounts~~vest on each of June 22, 2019, June 22, 2020 and June 22, 2021 ~~provided the employee remains an employee of the Company or its subsidiaries~~. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company recorded stock based compensation of $46143,~~096~~890 (2018;: $~~102~~207,~~090~~432) for such options.

On June 22, 2018, the Company granted a total of ~~200~~4,600,000 stock options to a ~~consultant~~group of employees, consultants and directors. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. ~~One~~The ~~third of the~~ options ~~will~~ vest immediately on ~~each~~grant ~~of June 22, 2019, June 22, 2020 and June 22, 2021~~date. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company recorded stock based compensation of ~~$7,758~~nil (2018: $8640,~~432~~896) for such options.

~~Online~~On ~~Disruptive~~July ~~Technologies~~18, ~~Inc.~~2018, ~~Notes~~the Company granted a total of 360,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. 150,000 of the ~~Condensed~~options ~~Interim~~vest ~~Consolidated~~on ~~Financial~~the ~~Statements June~~date of grant, and one third of the options will vest at the end of each year of service as at July 18, 2019, 2020 and 2021. The options were valued based on the Black Scholes model. For the nine months ended September 30, 2019 , the Company recorded stock based compensation of $12,988 (~~Unaudited~~2018: $29,662) for such options.

~~Note~~Online 10Disruptive –Technologies, ~~Equity (Continued)~~Inc.

Notes to the Condensed Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 10 - Equity (Continued)

Stock Options (continued)

On ~~June~~September 2212, 2018, the Company granted a total of 4150,000~~,000~~ stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ~~seven~~ten years. ~~One~~30,000 ~~quarter~~ of the options vest on the date of grant, and a40,000 ~~further~~of ~~quarter~~the options will vest onat the end of each year of ~~June~~service ~~22,~~as ~~2019,~~at ~~June~~September 2212, 2019, 2020 and ~~June 22,~~ 2021. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company recorded stock based compensation of $~~116~~8,~~359~~673 (2018: $~~265~~5,~~751~~696) for such options.

On ~~June~~September 2214, 2018, the Company granted a total of 4105,~~600,~~000 stock options to a ~~group of employees, consultants and directors~~consultant. The stock options are exercisable at an exercise price of $0.20 per share and ~~may~~expired beon ~~exercised~~April ~~for~~25, ~~seven years~~2023. ~~The~~ 15,000 options ~~vest~~vested ~~immediately~~at onthe ~~grant~~end ~~date~~of each 7 months of services. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company recorded stock based compensation of ~~nil~~$2,901 (2018: $~~640,432~~317) for such options.

On ~~July~~November 1822, 2018, the Company granted a total of ~~360~~250,000 stock options to a consultant. The stock options vest immediately and are exercisable at an exercise price of $0.20 per share and may be exercised ~~for~~over ~~ten~~seven years. ~~150,000 of the options vest on the date of grant, and one third of the options will vest at the end of each year of service as at July 18, 2019, 2020 and 2021.~~ The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company recorded stock based compensation of ~~$10,106~~nil (2018: $34212,~~548~~893) for such options.

On ~~September~~July 1219, ~~2018~~2019, the Company granted a total of ~~150~~125,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share ~~and~~until ~~may~~July be19, ~~exercised for ten years~~2026. 3065,000 ofoptions ~~the~~vested ~~options~~immediately ~~vest~~upon onissuance and the ~~date~~balance of ~~grant,~~ ~~and 40~~60,000 ~~of the options~~ will vest atafter ~~the~~6 ~~end~~completed ofmonths ~~each year~~ of ~~service~~consulting ~~as at September 12, 2019, 2020 and 2021~~service. The options were valued based on the Black Scholes model. For the ~~six~~nine ~~months~~month ended ~~June~~September 30, 2019, the Company recorded stock based compensation of $512,~~965~~433 ~~(2018: $8,709)~~ for such options.

On ~~September~~August 141, ~~2018~~2019, the Company granted a total of ~~105~~525,000 stock options to atwo ~~consultant~~employees. The stock options are exercisable at an exercise price of $0.20 per share ~~and~~until ~~expired~~August on1, ~~April~~2026 ~~25,~~subject ~~2023~~to vesting provisions. ~~15,000~~One third of the options ~~vested~~will atvest ~~the~~on ~~end~~each of ~~each~~August ~~7 months~~1, of2020, ~~services~~August 1, 2021 and August 1, 2022. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company recorded stock based compensation of $28,~~901~~503 ~~(2018: $2,072)~~ for such options.

On ~~November~~September 2220, ~~2018~~2019, the Company granted a total of ~~250~~600,000 stock options to atwo ~~consultant~~consultants. The stock options ~~vest immediately and~~ are exercisable at an exercise price of $0.20 per share until September 20, 2024. One-third of the options vest immediately upon issuance and ~~may~~a befurther ~~exercised~~one-third ~~over~~vests ~~seven~~on ~~years~~each of the first two anniversary dates of the grant. The options were valued based on the Black Scholes model. For the ~~six~~nine months ended ~~June~~September 30, 2019, the Company recorded stock based compensation of ~~nil (2018:~~ $~~212~~35,~~893)~~096 for such options.

Online Disruptive Technologies, Inc. ~~Notes to the Condensed Interim Consolidated Financial StatementsJune 30, 2019(Unaudited)~~

~~Note~~Notes 10to –the ~~Equity~~Condensed ~~(Continued)~~Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 10 - Equity (Continued)

Stock Options (continued)

The fair value of each option grant is calculated using the following assumptions:

	2019	2018
Expected life – year	5-10	5-10
Expected life - year	5-10	5-10
Interest rate	1.5349% - 2.86%	1.53% - 2.86%
Volatility	5561.5427% - ~~77.08~~96%	65.68% - 94.22%
Dividend yield	--%	--%
Forfeiture rate	--%	--%
Weighted average fair value of options granted	$0.13	$0.13

		Number of Options	~~Number of Options~~		Weighted Average Exercise Price	~~Weighted~~	Expire date	~~Expire date~~
						Average Exercise
Balance, December 31, 2016		17,345,896		$	0.05
						Price
Granted, on May 31, 2017		875,000			0.200		May 31, 2024
	Balance, December 31, 2016		17,345,896		$	0.05
Expired, July 1, 2017		(75,000	)		0.20
	Granted, on May 31, 2017		875,000			0.20		May 31, 2024
Granted, on July 2, 2017		150,000			0.20		July 2, 2024
	Expired, July 1, 2017		(75,000	)		0.20
Granted, on July 12th, 2017		260,000			0.200		July 12, 2027
	Granted, on July 2, 2017		150,000			0.20		July 2, 2024
Exercised, on September 25, 2017		(150,000	)		0.01
	Granted, on July 12th, 2017		260,000			0.200		July 12, 2027
Balance, December 31, 2017		18,405,896		$	0.04
	Exercised, on September 25, 2017		(150,000	)		0.01
Granted, on February 13, 2018		231,250			0.20		February 13, 2023
	Balance, December 31, 2017		18,405,896		$	0.04
EExercised, on January 28, 2018		(16,665	)		0.20
	Granted, on February 13, 2018		231,250			0.20		February 13, 2023
Cancelled, on January 28 2018		(33,335	)		0.20
	Exercised, on January 28, 2018		(16,665	)		0.20
Exercised, on March 20, 2018		(481,179	)		0.001
	Cancelled, on January 28 2018		(33,335	)		0.20
Granted, on June 22, 2018		14,400,000			0.20		June 22, 2025
	Exercised, on March 20, 2018		(481,179	)		0.001
Granted, on July 18, 2018		360,000			0.20		July 18, 2028
	Granted, on June 22, 2018		14,400,000			0.20		June 22, 2025
Exercised, on August 14, 2018		(800,000	)		0.01
	Granted, on July 18, 2018		360,000			0.20		July 18, 2028
Granted, on September 12, 2018		150,000			0.20		September 12, 2028
	Exercised, on August 14, 2018		(800,000	)		0.01
Granted, on September 14, 2018		105,000			0.20		April 25, 2023
	Granted, on September 12, 2018		150,000			0.20		September 12, 2028
Expired, on September 28, 2018		(25,000	)		0.20
	Granted, on September 14, 2018		105,000			0.20		April 25, 2023
Granted, on November 22, 2018		250,000			0.20		November 22, 2025
	Expired, on September 28, 2018		(25,000	)		0.20
Granted, on July 19, 2019		125,000			0.20		July 19, 2026
	Granted, on November 22, 2018		250,000			0.20		November 22, 2025
Granted, on August 1, 2019		525,000			0.20		August 1, 2026
	Balance, December 31, 2018		32,545,967		$	0.13
Granted, on August 20, 2019		600,000			0.20		August 20, 2026
	Exercised on March 04, 2019		(500,000	)		0.20
Balance, December 31, 2018		33,795,967		$	0.13
	Balance, June 30, 2019		32,045,967		$	0.13
Exercised on March 04, 2019		(500,000	)		0.20
Balance, September 30, 2019		33,295,967		$	0.13

Online Disruptive Technologies, Inc. ~~Notes to the Condensed Interim Consolidated Financial StatementsJune 30, 2019(Unaudited)~~

~~Note~~Notes 10to –the ~~Equity~~Condensed ~~(Continued)~~Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 10 - Equity (Continued)

Stock Options (continued)

				Outstanding June 30, 2019								Exercisable as at June 30, 2019
			Outstanding September 30, 2019					Exercisable as at September 30, 2019
									Weighted							Weighted
	Exercise Price		Number of Options		Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)	Number of Options			Weighted Average Exercise Price		Weighted Average Remaining Contractual Life (years)
							Weighted		Average						Weighted	Average
$	0.01		9,750,000	$	0.01		2.92	9,750,000		$	0.01		2.92
							Average		Remaining						Average	Remaining
	0.01		1,924,717		0.01		1.12	1,924,717			0.01		1.12
		Exercise		Number of			Exercise		Contractual			Number of			Exercise	Contractual
	0.20		150,000		0.20		1.59	150,000			0.20		1.59
		Price		Options			Price		Life (years)			Options			Price	Life (years)
	0.20		120,000		0.20		2.90	120,000			0.20		2.9
	$	0.01		9,750,000		$	0.01		3.18			9,750,000		$	0.01	3.18
	0.20		1,610,000		0.20		2.85	1,610,000			0.20		2.85
		0.01		1,924,717			0.01		1.37			1,924,717			0.01	1.37
	0.20		75,000		0.20		2.92	75,000			0.20		2.92
	0.20	~~0.20~~	50,000	~~150,000~~	0.20		03.2015	50,000	~~0.82~~		0.20	~~150,000~~	3.15		~~0.20~~	~~0.82~~
	0.20	~~0.20~~	100,000	~~120,000~~	0.20		03.2019	100,000	~~2.16~~		0.20	~~120,000~~	3.19		~~0.20~~	~~2.16~~
	0.20	~~0.20~~	125,000	~~1,610,000~~	0.20		03.2017	125,000	~~3.11~~		0.20	~~1,610,000~~	3.17		~~0.20~~	~~3.11~~
	0.20	~~0.20~~	75,000	~~75,000~~	0.20		03.2044	75,000	~~3.18~~		0.20	~~75,000~~	3.44		~~0.20~~	~~3.18~~
	0.20	~~0.20~~	150,000	~~50,000~~	0.20		06.2060	150,000	~~3.40~~		0.20	~~50,000~~	6.60		~~0.20~~	~~3.40~~
	0.20	~~0.20~~	800,000	~~100,000~~	0.20		01.2068	653,334	~~3.44~~		0.20	~~100,000~~	1.68		~~0.20~~	~~3.44~~
	0.20	~~0.20~~	360,000	~~125,000~~	0.20		04.2009	360,000	~~3.42~~		0.20	~~125,000~~	4.09		~~0.20~~	~~3.42~~
	0.20	~~0.20~~	850,000	~~75,000~~	0.20		04.2067	570,834	~~3.69~~		0.20	~~75,000~~	4.67		~~0.20~~	~~3.69~~
	0.20	~~0.20~~	150,000	~~150,000~~	0.20		0.2076	100,000	~~6.85~~		0.20	~~150,000~~	0.76		~~0.20~~	~~6.85~~
	0.20	~~0.20~~	260,000	~~800,000~~	0.20		0.2078	190,000	~~1.94~~		0.20	~~626,667~~	0.78		~~0.20~~	~~1.94~~
	0.20	~~0.20~~	231,250	~~360,000~~	0.20		03.2038	231,250	~~4.34~~		0.20	~~360,000~~	3.38		~~0.20~~	~~4.34~~
	0.20	~~0.20~~	4,100,000	~~850,000~~	0.20		05.2073	1,366,667	~~4.92~~		0.20	~~570,834~~	5.73		~~0.20~~	~~4.92~~
	0.20	~~0.20~~	1,500,000	~~150,000~~	0.20		05.2074	750,000	~~5.01~~		0.20	~~50,000~~	5.74		~~0.20~~	~~5.01~~
	0.20	~~0.20~~	200,000	~~260,000~~	0.20		05.2074	66,667	~~8.04~~		0.20	~~120,000~~	5.74		~~0.20~~	~~8.04~~
	0.20	~~0.20~~	4,000,000	~~231,250~~	0.20		05.2074	2,000,000	~~3.63~~		0.20	~~231,250~~	5.74		~~0.20~~	~~3.63~~
	0.20	~~0.20~~	4,600,000	~~4,100,000~~	0.20		05.2074	4,600,000	~~5.98~~		0.20	~~1,366,667~~	5.74		~~0.20~~	~~5.98~~
	0.20	~~0.20~~	360,000	~~1,500,000~~	0.20		08.2081	220,000	~~5.99~~		0.20	~~750,000~~	8.81		~~0.20~~	~~5.99~~
	0.20	~~0.20~~	105,000	~~200,000~~	0.20		03.2057	15,000	~~5.99~~		0.20	~~66,667~~	3.57		~~0.20~~	~~5.99~~
	0.20	~~0.20~~	150,000	~~4,000,000~~	0.20		08.2096	70,000	~~5.99~~		0.20	~~2,000,000~~	8.96		~~0.20~~	~~5.99~~
	0.20	~~0.20~~	250,000	~~4,600,000~~	0.20		06.2015	250,000	~~5.99~~		0.20	~~4,600,000~~	6.15		~~0.20~~	~~5.99~~
	0.20	~~0.20~~	125,000	~~360,000~~	0.20		06.2081	65,000	~~9.06~~		0.20	~~150,000~~	6.81		~~0.20~~	~~9.06~~
	0.20	~~0.20~~	525,000	~~105,000~~	0.20		06.2084	-	~~3.82~~		0.20	~~15,000~~	6.84		~~0.20~~	~~3.82~~
	0.20	~~0.20~~	600,000	~~150,000~~	0.20		04.2089	200,000	~~9.21~~		0.20	~~30,000~~	6.89		~~0.20~~	~~9.21~~
		0.20		250,000			0.20		6.40			250,000			0.20	6.40
			33,295,967	$	0.13		3.42	25,838,469		$	0.10		3.94
				32,045,967		$	0.13		4.53			25,316,802		$	0.10	2.82

Online Disruptive Technologies, Inc. ~~Notes to the Condensed Interim Consolidated Financial Statements June 30, 2019 (Unaudited)~~

~~Note~~Notes 10to –the ~~Equity~~Condensed ~~(Continued)~~Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 10 - Equity (Continued)

Non-Controlling Interests

The Company’'s subsidiary, Savicell, granted a third party a warrant certificate to purchase 1,765 common shares of Savicell that initially represented 15% of the underlying common equity of Savicell. In the course of its initial equity issuances up to October 30, 2012 (the “"Initial Closing”"), Savicell issued a total of 592 ordinary shares at $1,698.97 per share to the non-related third party representing approximately 4.79% of the fully diluted common equity of Savicell for aggregate proceeds of $1,005,795. The Savicell investors are entitled to convert their Savicell shares into common shares of ODT (1:10,625) at a price equal to 80% of the per share pricing of the first completed ODT financing of over $500,000 conducted after July 1, 2012 (the “"Financing Price”") provided that for purposes of such conversion, the deemed maximum Financing Price shall be the per share price of the common shares of ODT based on (a) an aggregate ODT equity valuation of $30,000,000; and (b) the number of common shares of ODT outstanding at the time of the financing. Savicell continued its equity issuances following the Initial Closing.

As at December 31, 2012, Savicell had issued a total of 684 shares at $1,698.97 per share representing approximately 5.11% of the fully diluted common equity of Savicell for aggregate proceeds of $1,162,192.

During the year ended December 31, 2013, Savicell issued a total of 760 shares at $1,700 per share representing approximately 5.68% of the fully diluted common equity of Savicell for aggregate proceeds of $1,292,000.

During the year ended December 31, 2014, Savicell issued a total of 183 shares at $1,699 per share representing approximately 1.37% of the fully diluted common equity of Savicell for aggregate proceeds of $310,977.

During the year ended December 31, 2015, Savicell issued a total of 417 shares at $1,700 per share to third parties for aggregate proceeds of $709,087. As at December 31, 2015, Savicell also issued 516 shares at $1,700 to ODT, which of $532,084 has not been received as at December 31, 2015. In addition, Savicell investors exchanged 588 Savicell shares for 6,248,672 of ODT common shares with ODT receiving the Savicell shares so exchanged.

During the year ended December 31, 2016, Savicell investors exchanged 1,132 Savicell shares for 12,026,654 of ODT common shares with ODT receiving the Savicell shares so exchanged. As at December 31, 2016, Savicell received $1,786,656 from ODT and issued 1,051 shares to ODT in return.

During the year ended December 31, 2017, Savicell investors exchanged 27 Savicell shares for 288,830 of ODT common shares with ODT receiving the Savicell shares so exchanged. Savicell issued 387 shares to settle inter-company debts with ODT.

During the year ended December 31, 2018, Savicell issued 1,467 shares to settle inter-company debts with ODT. The Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 87.81%, 10.43% and 1.76%, ~~respectively~~ ~~(December 31, 2017 - 86~~respectively.~~65%,~~ ~~11.42% and 1.93%).~~

Online Disruptive Technologies, Inc. ~~Notes to the Condensed Interim Consolidated Financial StatementsJune 30, 2019(Unaudited)~~

~~Note~~Notes 10to –the ~~Equity~~Condensed ~~(Continued)~~Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 10 - Equity (Continued)

Non-Controlling Interests (continued)

During the ~~six~~nine months ended ~~June~~September 30, 2019, Savicell investors exchanged 89 Savicell shares for 756,480 of ODT Common Shares with ODT receiving the Savicell shares so exchanged.

As at ~~June~~September 30, 2019, The Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 87.87%, 10.37% and 1.76%, respectively (December 31, 2018 –- 87.81%, 10.43% and 1.76%).

Savicell’'s Common Shares

			Number		Amount in NIS
		Number of Shares		Amount in NIS
			of Shares
Balance, December 31, 2017		15,450		6,264,821
	Balance, December 31, 2017		15,450		6,264,821
Shares issued to settle inter-company debts		1,467		2,494,219
	Shares issued to settle inter-company debts		1,467		2,494,219
Balance, December 31, 2018		16,917		8,759,040
	Balance, December 31, 2018		16,917		8,759,040
Shares issued to settle inter-company debts		89		151,296
	Shares issued to settle inter-company debts		89		151,296
Balance, September 30, 2019		17,006		8,910,336
	Balance, June 30, 2019		17,006		8,910,336

As the exercise price inherent in the warrant certificate to purchase 1,765 common shares of Savicell is at nominal value, the warrant certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related common shares are considered to be issued and outstanding.

Note 11 –- Loss per Share

We present both basic and diluted income per share on the face of our condensed interim consolidated statements of operations. Basic and diluted income per share are calculated as follows:

		June 30, 2019			December 31,
		Three months ended			Three months ended
					2018
		September 30, 2019			September 30, 2018
Net loss	$	(1675,~~111,635~~945	)	$	(3594,~~587,653~~239	)	)
Weighted average common shares outstanding:
Basic and diluted		~~125~~127,~~855~~240,~~343~~587			~~120~~121,~~542~~619,~~611~~939
Net loss per common share:
Basic and diluted	$	(0.0200	)	$	(0.0300	)	)

~~Certain~~Online ~~stock~~Disruptive ~~options whose terms and conditions are described in Note 10~~Technologies, “Stock Options” could potentially dilute basic and dilute loss per share in the future, but were not included in the computation of diluted loss per share because to do so would have been anti-dilutiveInc. ~~Those anti-dilutive options are as follows.~~

~~Online Disruptive Technologies, Inc.~~ Notes to the Condensed Interim Consolidated Financial ~~StatementsJune 30, 2019(Unaudited)~~Statements

~~Note~~September 1130, –2019 ~~Loss per Share (continued)~~

		2019			2018
Anti-dilutive options		2,218,196			22,570,970

(Unaudited)

Note 1211 –- ~~Commitments~~Loss ~~and~~per ~~Guarantees~~Share (Continued)

The Company was not a guarantor to any parties as at June 30, 2019.

		Nine months ended			Nine months ended
		September 30, 2019			September 30, 2018

Net loss	$	(1,787,580	)	$	(2,581,409	)
Weighted average common shares outstanding:
Basic and diluted		126,340,628			120,136,973
Net loss per common share:
Basic and diluted	$	(0.01	)	$	(0.02	)

1.Certain Onstock ~~September~~options ~~11,~~whose ~~2012,~~terms ~~ODT signed an employment agreement with Giora Davidovits, its chief executive officer~~ and ~~President,~~conditions ~~which~~are ~~agreement~~described ~~entailed~~in anNote ~~effective date of September 1~~10, ~~2012.~~"Stock InOptions" ~~return~~could ~~for~~potentially ~~acting~~dilute asbasic ~~its chief executive officer, the Company will provide Mr. Davidovits an annual salary of $250,000 together with other benefits~~ and ~~the~~dilute ~~potential~~loss ~~for~~per ~~additional~~share ~~bonuses~~in ~~as declared from time to time by~~ the ~~Company’s board of directors. The agreement is effective until August 31~~future, ~~2022~~but ~~unless~~were ~~terminated~~not ~~early~~included in ~~accordance with~~ the ~~termination~~computation ~~provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution~~ of ~~the~~diluted ~~employment~~loss ~~agreement, the Company issued to Giora Davidovits options to purchase 3,750,000 common shares at a price~~ per share ofbecause $0.01. The options are exercisable for 10 years. Mr. Davidovits is eligible for subsequent option grants at the discretion of the board of directors. 2. On October 30, 2012, ODT and Savicell signed an employment agreement with Eyal Davidovits, its chief operating officer, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief operating officer, the Company will provide Mr. Davidovits an annual salary of $120,180 (NIS 432,000), together with other fringe benefits including those related to ~~the~~do ~~use~~so ofwould anhave ~~automobile,~~been ~~health insurance, contributions to government run retirement programs and the potential for additional bonuses as declared from time to time by the Company’s board of directors~~anti-dilutive. Those ~~The~~anti-dilutive agreement is effective until August 31, 2022 unless terminated early in accordance with the termination provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution of the employment agreement, the Company issued to Eyal Davidovits options ~~to purchase 2,750,000 common shares at a price per share of $0.01. The options~~ are exercisable for 10 years. Mr. Davidovits is eligible for subsequent option grants at the discretion of the board of directors. 3. On July 20, 2015, the Company signed an operating lease agreement to lease offices for a period ending July 31, 2018 with an option to renew the lease for an additional period of 2 years. On August 3, 2018, the lease was renewed for an additional two years. The monthly lease expense is $3,372 (NIS 12,121). On July 1, 2018, the Company signed an operating lease agreement for additional office space for a period ending May 31, 2019 with an option to renew the lease for an additional period of 2 years. The monthly lease expense is $1,959 (NIS 7,032). Future minimum lease commitment under the operating lease agreement is approximately $73,863 (NIS 265,168). The Company pledged a bank deposit which is used as ~~a bank guarantee at an amount of $21,875 (NIS 78,531) to secure its payments under the lease agreement~~follows.

Online Disruptive Technologies, Inc. Notes to the Condensed Interim Consolidated Financial StatementsJune 30, 2019(Unaudited)

	2019	2018

Anti-dilutive options	11,674,717	12,174,716

Note 12 –- Commitments and Guarantees ~~(continued)~~

The Company was not a guarantor to any parties as at September 30, 2019.

1. On September 11, 2012, ODT signed an employment agreement with Giora Davidovits, its chief executive officer and President, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief executive officer, the Company will provide Mr. Davidovits an annual salary of $250,000 together with other benefits and the potential for additional bonuses as declared from time to time by the Company's board of directors. The agreement is effective until August 31, 2022 unless terminated early in accordance with the termination provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution of the employment agreement, the Company issued to Giora Davidovits options to purchase 3,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. Mr. Davidovits is eligible for subsequent option grants at the discretion of the board of directors.

2. On October 30, 2012, ODT and Savicell signed an employment agreement with Eyal Davidovits, its chief operating officer, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief operating officer, the Company will provide Mr. Davidovits an annual salary of $120,180 (NIS 432,000), together with other fringe benefits including those related to the use of an automobile, health insurance, contributions to government run retirement programs and the potential for additional bonuses as declared from time to time by the Company's board of directors. The agreement is effective until August 31, 2022 unless terminated early in accordance with the termination provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution of the employment agreement, the Company issued to Eyal Davidovits options to purchase 2,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. Mr. Davidovits is eligible for subsequent option grants at the discretion of the board of directors.

Online Disruptive Technologies, Inc.

Notes to the Condensed Interim Consolidated Financial Statements

September 30, 2019

(Unaudited)

Note 12 - Commitments and Guarantees (Continued)

3. On July 20, 2015, the Company signed an operating lease agreement to lease offices for a period ending July 31, 2018 with an option to renew the lease for an additional period of 2 years. On August 3, 2018, the lease was renewed for an additional two years. The monthly lease expense is $3,372 (NIS 12,121). On July 1, 2018, the Company signed an operating lease agreement for additional office space for a period ending May 31, 2019 with an option to renew the lease for an additional period of 2 years. The monthly lease expense is $1,959 (NIS 7,032). Future minimum lease commitment under the operating lease agreement is approximately $73,863 (NIS 265,168). The Company pledged a bank deposit which is used as a bank guarantee at an amount of $21,875 (NIS 78,531) to secure its payments under the lease agreement.

The minimum future payments for the above commitments are as follows:

			Consulting fee and
Year		Consulting fee and Salaries			Office rent			Total
	Year		Salaries			Office rent			Total
2019	$	277,635		$	14,207		$	291,842
	2019		277,635			28,157			305,792
2020		370,180			45,724			415,904
	2020		370,180			45,312			415,492
2021		370,180			11,759			381,939
	2021		370,180			11,653			381,833
2022		246,787			-			246,787
	2022		246,787			-			246,787
2023		-			-			-
	2023		-			-			-
Total	$	1,264,782		$	71,690		$	1,336,472
	Total	$	1,264,782		$	85,122		$	1,349,904

Note 13 –- Geographic Information

The Company’'s head office is located in the United States (“"US”"). The operations of the Company are primarily in two geographic areas: the US and Israel. A summary of geographical information for the Company’'s long-lived assets are as follows:

Period ended June 30, 2019		US		Israel		Total
Period ended September 30, 2019		US		Israel		Total
Long-lived assets	$	-	$	3935,~~054~~629	$	3935,~~054~~629
Year ended December 31, 2018		US		Israel		Total
Long-lived assets	$	-	$	45,274	$	45,274

Year ended December 31, 2018		US			Israel			Total
Long-lived assets	$	-		$	45,274		$	45,274

Online Disruptive Technologies, Inc.

~~Note~~Notes 14to –the ~~Subsequent~~Condensed ~~Events~~Interim Consolidated Financial Statements

1.September ~~On July~~ 30, 2019, the Company entered into a Finder’s Fee Agreement in which the Company shall issue 35,000 finder’s warrants to purchase 35,000 common shares of the Company. These warrants will each be exercisable into one share at US$0.20. 2. In two separate transactions in July, 2019, the Company entered into a Finder’s Fee Agreement pursuant to which the Company issued a total of 120,000 finder’s warrants to purchase 120,000 common shares of the Company. These warrants will each be exercisable into common shares at US$0.20 per share. 3. On July 19, 2019, the Company granted a total of 125,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share until July 19, 2026. 65,000 options vested immediately upon issuance and the balance of 60,000 will vest after 6 completed months of consulting service. 4. On August 1, 2019, the Company granted a total of 525,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share until August 1, 2026 subject to vesting provisions. One third of the options will vest on each of August 1, 2020, August 1, 2021 and August 1, 2022 provided the employee remains an employee of the Company or its subsidiaries.

~~Online Disruptive Technologies, Inc. Notes to the Condensed Interim Consolidated Financial StatementsJune 30, 2019~~(Unaudited)

Note 14 –- Subsequent Events ~~(continued)~~

5.	On September 19, 2019, the Company granted a total of 600,000 stock options to two consultants. The stock options are exercisable at an exercise price of $0.20 per share until September 19, 2024. One-third of the options vest immediately upon issuance and a further one-third vests on each of the first two anniversary dates of the grant.
6.	On October 25th, the Company raised capital investments totalling $1,012,000 which represent a total share issuance of 5,060,0000 units at an issuance price of $0.20 each. Each unit comprises one common share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share for two years.

1. On October 25, 2019, the Company raised capital investments totalling $1,012,000 which represent a total share issuance of 5,060,0000 units at an issuance price of $0.20 each. Each unit comprises one common share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share for two years.

~~ITEM~~ 2. On ~~MANAGEMENT’S~~November ~~DISCUSSION~~1, ~~AND~~2019, ~~ANALYSIS~~the OFCompany ~~FINANCIAL~~raised ~~CONDITION~~capital ~~AND~~investments ~~RESULTS~~totalling OF$50,000 ~~OPERATIONS~~which represent a total of 250,000 units at an issuance price of $0.20 each. Each unit comprises one common share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share for two years. As of November 25, 2019, these shares have yet to be issued to investors.

~~Forward~~3. On ~~Looking~~November ~~Statements~~5, 2019, the Company raised capital investments totalling $200,000 which represent a total of 1,000,000 units at an issuance price of $0.20 each. Each unit comprises one common share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share for two years. As of November 25, 2019, these shares have yet to be issued to investors.

~~This~~4. On ~~quarterly~~November ~~report~~10, on2019, ~~Form~~the ~~10-Q~~Company ~~contains~~granted ~~forward-looking statements.~~a ~~Forward-looking~~total ~~statements~~of ~~are~~50,000 ~~projections~~stock inoptions ~~respect~~to ofan ~~future events~~employee. orThe ~~our~~stock ~~future~~options ~~financial~~are ~~performance~~exercisable at an exercise price of $0.20 Inper ~~some~~share ~~cases~~until November 10, ~~you~~2026. One ~~can~~third ~~identify forward-looking~~of ~~statements~~the byoptions ~~terminology~~will ~~such~~vest ason ~~“may”,~~each ~~“should”,~~of ~~“expects”, “plans”,~~November ~~“anticipates”~~10, ~~“believes”~~2020, ~~“estimates”,~~November ~~“predicts”~~10, ~~“potential”~~2021 ~~or “continue”~~and orNovember ~~the~~10, ~~negative~~2022 ofprovided ~~these~~the ~~terms~~employee orremains ~~other~~an ~~comparable~~employee ~~terminology. Forward-looking~~of ~~statements~~the ~~made~~Company inor ~~this~~its ~~Form 10-Q include statements about:~~subsidiaries.

•ITEM ~~our~~2. ~~anticipation~~MANAGEMENT'S ~~that~~DISCUSSION ~~future~~AND ~~broad~~ANALYSIS ~~clinical~~OF ~~trial~~FINANCIAL ~~studies~~CONDITION ~~encompassing~~AND ~~larger~~RESULTS ~~populations~~OF of cancer patients with varying cancers should reveal the full potential of the existing developed strategy; • our beliefs regarding the future of our competitors; • our belief that there is a large unmet need in cancer diagnostics exists in early diagnosis; accurate diagnosis; • our belief that there is a need in this segment for an easier blood-based test that will increase compliance and minimize discomfort; • our expectation that the demand for our products will eventually increase; • our expectation that we will be able to raise capital when we need it; and • our expectation that there is a new market for screening tests.OPERATIONS

~~These~~Forward ~~statements~~Looking are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:Statements

•This ~~general~~quarterly ~~economic~~report ~~and~~on ~~business~~Form ~~conditions;~~10-Q •contains ~~our~~forward-looking ~~ability~~statements. toForward-looking ~~identify~~statements ~~attractive~~are ~~products~~projections ~~and~~in ~~negotiate~~respect ~~their~~of ~~acquisition~~future events or ~~licensing;~~our •future ~~volatility~~financial inperformance. ~~prices~~In ~~for~~some ~~our~~cases, ~~products;~~you •can ~~risks~~identify ~~inherent~~forward-looking instatements ~~the~~by ~~pharmaceutical~~terminology ~~industry;~~such •as ~~competition~~"may", ~~for~~"should", ~~among~~"expects", ~~other~~"plans", ~~things~~"anticipates", ~~capital~~"believes", ~~pharmaceutical~~"estimates", ~~products~~"predicts", ~~and~~"potential" ~~skilled~~or ~~personnel;~~"continue" ~~and~~or •the negative of these terms or other ~~factors~~comparable ~~discussed~~terminology. ~~under~~Forward-looking ~~the~~statements ~~section~~made ~~entitled~~in ~~“Risk~~this ~~Factors”.~~Form 10-Q include statements about:

~~While~~• ~~these~~our ~~forward-looking~~anticipation ~~statements~~that ~~and~~future ~~any~~broad ~~assumptions~~clinical ~~upon which~~trial ~~they~~studies ~~are~~encompassing ~~based~~larger ~~are~~populations ~~made~~of incancer ~~good~~patients ~~faith~~with ~~and~~varying ~~reflect~~cancers should reveal the full potential of the existing developed strategy; • our ~~current~~beliefs ~~judgment~~ regarding the ~~direction~~future of our ~~business,~~competitors; ~~actual~~• ~~results~~our ~~will~~belief ~~almost~~that ~~always~~there ~~vary, sometimes~~is ~~materially,~~a ~~from~~large ~~any~~unmet ~~estimates,~~need ~~predictions,~~in ~~projections,~~cancer ~~assumptions or~~diagnostics ~~other~~exists ~~future~~in ~~performance~~early ~~suggested~~diagnosis; ~~herein.~~accurate ~~Except~~diagnosis; as• ~~required~~our bybelief ~~applicable law,~~that ~~including~~there ~~the~~is ~~securities~~a ~~laws~~need ofin this segment for an easier blood-based test that will increase compliance and minimize discomfort; • our expectation that the ~~United~~demand ~~States,~~for our products will eventually increase; • our expectation that we dowill ~~not~~be ~~intend~~able to ~~update~~ ~~any~~raise ofcapital ~~the~~when ~~forward-looking~~we ~~statements~~need toit; ~~conform~~and ~~these~~• ~~statements~~our ~~to actual~~expectation ~~results.~~that there is a new market for screening tests.

AsThese ~~used~~statements inare ~~this~~only ~~interim~~predictions ~~report~~and oninvolve ~~Form~~known ~~10-Q~~and unknown risks, uncertainties and ~~unless otherwise~~other ~~indicated~~factors, including the ~~terms~~risks ~~“we”,~~in ~~“us”~~the section entitled "Risk Factors" and ~~“our”~~the ~~refer~~risks toset ~~Online~~out ~~Disruptive Technologies~~below, ~~Inc.~~any ~~and~~of which may cause our ~~subsidiary,~~or ~~Savicell~~our ~~Diagnostic~~industry's ~~Ltd.~~actual results, anlevels ~~Israeli corporation~~of ~~(the~~activity, ~~“Subsidiary”~~performance or ~~“Savicell”).~~achievements ~~Unless~~to ~~otherwise specified~~be materially different from any future results, ~~all~~levels ~~dollar~~of ~~amounts~~activity, ~~are~~performance or achievements expressed inor ~~United~~implied ~~States~~by ~~dollars~~these forward-looking statements. These risks include, by way of example and not in limitation:

3• general economic and business conditions; • our ability to identify attractive products and negotiate their acquisition or licensing; • volatility in prices for our products; • risks inherent in the pharmaceutical industry; • competition for, among other things, capital, pharmaceutical products and skilled personnel; and • other factors discussed under the section entitled "Risk Factors".

~~Corporate~~While ~~Overview~~these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

WeAs ~~were~~used ~~incorporated~~ in ~~the~~this ~~State~~interim ofreport ~~Nevada~~ on ~~November~~Form ~~16, 2009~~10-Q ~~under~~and ~~the~~unless ~~name~~otherwise ~~“Online Disruptive Technologies~~indicated, ~~Inc.”~~the ~~with~~terms ~~authorized capital of 500~~"we",~~000,000~~ ~~shares~~"us" ofand ~~common~~"our" ~~stock~~refer ~~with~~to aOnline ~~par~~Disruptive ~~value~~Technologies ~~of $0~~Inc.~~001~~ ~~per share~~ and ~~20,000,000~~our ~~shares of preferred stock with a par value of $0.001 per share. On March 24~~subsidiary, ~~2010,~~Savicell weDiagnostic ~~entered into a share purchase agreement with Benjamin Cherniak, whereby we acquired all of the issued and outstanding shares of RelationshipScoreboard~~Ltd.~~com Entertainment~~, ~~Inc.~~an inIsraeli ~~consideration~~corporation ~~for~~ (the ~~issuance~~ of"Subsidiary" ~~16,000,000~~or ~~of our common shares~~"Savicell"). ~~RSE~~Unless ~~was~~otherwise ~~incorporated in the State of Nevada on November 16~~specified, ~~2009.~~all ~~There~~dollar ~~were~~amounts noare ~~related~~expressed ~~party interests~~ in ~~the acquisition~~United ofStates ~~RelationshipScoreboard~~dollars.~~com Entertainment, Inc.~~

~~Pursuant~~Corporate to a license agreement and research funding agreement (the “License Agreement”) dated July 24, 2012 and entered into on July 25, 2012 executed by our Subsidiary and Ramot at Tel Aviv University Ltd. (“Ramot”), a private company incorporated in the State of Israel and having a place of business at 5 Shenker Street, Herzliah, Israel, our Subsidiary was granted a license to certain patented technology relating to the early detection of diseases by measuring metabolic activity in the immune system (the “Technology”). The products (the “Products”) means any instrument, device, process, method, product, component, or system that contain or is based on, in whole or in part, the Technology. Overview

AsWe ~~consideration~~were ~~for~~incorporated in the ~~worldwide~~State ~~exclusive~~of ~~license~~Nevada on November 16, 2009 under the name "Online Disruptive Technologies, Inc." with authorized capital of 500,000,000 shares of common stock with a par value of $0.001 per share and 20,000,000 shares of preferred stock with a par value of $0.001 per share. On March 24, 2010, we entered into a share purchase agreement with Benjamin Cherniak, whereby we acquired all of the ~~Products~~ issued and outstanding shares of RelationshipScoreboard.com Entertainment, Inc. in consideration for the issuance of 16,000,000 of our ~~Subsidiary~~common ~~will~~shares. ~~pay~~RSE was incorporated in the State of Nevada on November 16, ~~issue~~2009. ~~and~~There ~~fund~~were no related party interests in the ~~following~~acquisition toof ~~Ramot:~~RelationshipScoreboard.com Entertainment, Inc.

(a) a royalty (the “Royalty”) on worldwide net sales of the Products by our company and its affiliates or sublicensee; (b) a minimum annual royalty, credited against the Royalty; (c) percentages of all payments received in connection with a sublicense; (d) issue warrants to purchase, for nominal consideration, the number of common shares of the Subsidiary such that Ramot holds a minority interest in the Subsidiary; and (e) fund research expenditures for the research of the Technology.3

~~After~~Pursuant ~~the~~to ~~entry~~a ~~into~~license ofagreement and research funding agreement (the "License Agreement") dated July 24, we2012 ~~are~~and ~~focused~~ entered into on July 25, 2012 executed by our Subsidiary and Ramot at Tel Aviv University Ltd. ("Ramot"), a private company incorporated in the ~~development~~State of ~~Savicell~~Israel and having a place of business at 5 Shenker Street, Herzliah, Israel, our Subsidiary was granted a license to certain patented technology relating to the early detection of diseases by measuring metabolic activity in the immune system (the "Technology"). The products (the "Products") means any instrument, device, process, method, product, component, or system that contain or is based on, in whole or in part, the Technology.

~~Our~~As ~~Current~~consideration ~~Business~~for the worldwide exclusive license of the Products, our Subsidiary will pay, issue and fund the following to Ramot:

~~Savicell~~(a) a royalty (the "Royalty") on worldwide net sales of the Products by our company and its affiliates or sublicensee; (b) a minimum annual royalty, credited against the Royalty; (c) percentages of all payments received in connection with a sublicense; (d) issue warrants to purchase, for nominal consideration, the number of common shares of the Subsidiary such that Ramot holds a minority interest in the Subsidiary; and (e) fund research expenditures for the research of the Technology.

~~Savicell~~After isthe aentry ~~Liquid~~into ~~ImmunoBiopsyTM company that targets early, non-invasive (blood test) detection~~ of ~~multiple~~the ~~diseases~~License ~~with a patented immunometabolism platform. In addition~~Agreement, itwe may be used to track/predict treatment effectiveness, including immunotherapy. This exciting field of “immunometabolism” is emerging in pharmaceutical development, given that a normal metabolic state of the immune system is linked to its ability to combat infectious disease and cancer. There are ~~growing~~focused ~~publications~~on ~~linking~~ the ~~spectrum~~ ofdevelopment ~~immune system metabolic states as a basis for categorizing human disease. Savicell is at the forefront~~ of ~~developing diagnostics in this new space. This is an important differentiator in the multi-billion liquid biopsy market as it gives~~ Savicell ~~a very strong capability for early stage detection where other liquid biopsy technologies have difficulties~~.

~~Initially,~~Our ~~Savicell~~Current is focused on the multibillion-dollar cancer diagnosis market. Savicell deploys Well-Shield™ technology, a Liquid ImmunoBiopsy™ diagnostic platform. In contrast to existing technologies that evaluate secretions of cancer cells, Well-Shield’s ImmunoBiopsy platform receives data directly from the immune system. Importantly, Well-Shield is different in that it is a functional test measuring the metabolic activation profile of the immune system as an indicator of disease status. As an immune system metabolic test, it is inherently suited for early detection.Business

4Savicell

~~The~~Savicell ~~technology~~is ~~has~~a ~~now~~Liquid ~~received~~ImmunoBiopsyTM ~~intellectual~~company ~~property protection~~that targets early, non-invasive (blood test) detection of multiple diseases with a ~~patent~~patented ~~approved~~immunometabolism inplatform. ~~the~~In ~~United~~addition, ~~States~~it may be used to track/predict treatment effectiveness, ~~China~~including immunotherapy. This exciting field of "immunometabolism" is emerging in pharmaceutical development, ~~Japan~~given that a normal metabolic state of the immune system is linked to its ability to combat infectious disease and ~~Europe~~cancer. ~~Furthermore,~~ There are growing publications linking the ~~patent~~spectrum ~~process~~of immune system metabolic states as a basis for categorizing human disease. Savicell is ~~ongoing~~at the forefront of developing diagnostics in ~~several~~this ~~other~~new ~~countries~~space. This is an important differentiator in the multi-billion liquid biopsy market as it gives Savicell a very strong capability for early stage detection where other liquid biopsy technologies have difficulties.

~~Metabolic~~Initially, ~~changes~~Savicell inis focused on the ~~immune~~multibillion-dollar ~~system~~cancer ~~modulate~~diagnosis ~~cell~~market. Savicell ~~fate~~deploys ~~and function~~Well-Shield™ technology, ~~influencing~~a ~~immune~~Liquid ~~response~~ImmunoBiopsy™ ~~outcomes~~diagnostic platform. In ~~Savicell~~contrast ~~technology~~to ~~measures~~existing ~~the energy~~technologies ~~changes~~that evaluate secretions of cancer cells, Well-Shield's ImmunoBiopsy platform receives data directly from the immune system. Importantly, ~~which~~Well-Shield ~~are~~is different in that it is a functional test measuring the metabolic activation profile of the immune system as an indicator of disease~~-specific~~ status. As an immune system metabolic test, ~~and~~it ~~identifies the~~is ~~ailment~~inherently suited for early detection.

~~Immune~~The ~~cells~~technology ~~are~~has ~~the~~now ~~first~~received tointellectual ~~recognize~~property ~~and~~protection ~~respond~~with toa ~~the formation~~patent ofapproved ~~cancer~~in ~~cells.~~the ~~When~~United ~~naïve~~States, ~~lymphocytes detect cancer antigen~~China, ~~they undergo~~Japan ~~various~~and ~~differentiation~~Europe. ~~processes~~Furthermore, ~~aimed at initiating~~ the ~~immune response~~patent ~~and~~process ~~bringing~~is itongoing toin anseveral ~~optimal~~other ~~level of activity~~countries.

Metabolic changes in the immune system modulate cell fate and function, influencing immune response outcomes. Savicell technology measures the energy changes of the immune system, which are disease-specific, and identifies the ailment. Immune cells are the first to recognize and respond to the formation of cancer cells. When naïve lymphocytes detect cancer antigen, they undergo various differentiation processes aimed at initiating the immune response and bringing it to an optimal level of activity. One of the most important recent discoveries is that immune system cells alter their energy generation in order to obtain an effector function. The metabolic change is called a metabolic shift, and its key purpose is command and control of the effector function, which produces and secretes cytokines and chemokines. The immune system is composed of several groups each with a number of subgroups. Each group and subgroup has a specific energy generation profile. Example of groups are naïve cells, effector cells, regulator cells, and memory cells. The metabolic changes of the immune system cells are direct indicators of the performance of the immune system. Immune cells use various processes to generate energy. These include oxidative phosphorylation, glycolysis, and the breakdown of proteins and nitrogenous bases. The energy generation produces changes in extracellular acidification. Lactic acid is generated in glycolysis, carbon dioxide from oxidative phosphorylation, and ammonia from the breakdown of proteins and nitrogenous bases. Acidification is measured in "open" versus "closed" (air-sealed) wells to track the accumulations of soluble versus volatile metabolic products (lactic acid versus carbon dioxide and ammonia). Savicell's tests measure these acidification (pH) changes. Our technology exposes the immune system cells to stimulants that have been characterized specifically for the method. The process of acid production described above and the monitoring of the pH level in the cell environment allows early detection of disease. This is because the metabolic profiles of immune cells in sick people are different from those of the healthy. Immune cells of sick people have already been activated (metabolic shift) in vivo against cancer proteins. As a result, acidification rates are different compared to the immune cells of healthy individuals that have not been exposed in vivo to cancer proteins. To measure extracellular acidification Savicell adds a pH-sensitive impermeable fluorescence probe along with the cells and stimulants to the microwell plate, which is monitored over time. Various stimulants are chosen to increase the pH signal and to more specifically characterize the disease. Savicell ImmunoBiopsy platform uses three types of stimulants: 1. General stimulants that activate all immune system cells in a non-specific mode, and are used as positive controls for testing. Examples are para-methoxyamphetamine (PMA), lipopolysaccharides (LPS), and concanavalinA (ConA). 2. Metabolic stimulants used as substrates, whose consumption increases in activated cells, especially those undergoing increased glycolysis. Examples are glucose and L-glutamine. 3. Cancer-specific stimulants, including those by cancer type (e.g. lung). These enhance separation by specific cancer type as well as distinguishing cancer from healthy and other diseases. Examples are human epidermal growth factor receptor 2 (HER2) and New York esophageal squamous cell carcinoma 1 (NY-ESO-1).

The immune system is composed of several groups each with a number of subgroups. Each group and subgroup has a specific energy generation profile. Example of groups are naïve cells, effector cells, regulator cells, and memory cells. The metabolic changes of the immune system cells are direct indicators of the performance of the immune system.4

~~Immune~~The ~~cells~~Savicell ~~use~~vision ~~various~~is ~~processes~~ to ~~generate~~develop ~~energy. These include oxidative phosphorylation, glycolysis,~~ and ~~the~~commercialize ~~breakdown~~a line of ~~proteins~~patient-friendly ~~and nitrogenous~~blood ~~bases.~~tests ~~The~~that ~~energy~~enable ~~generation~~early ~~produces changes in extracellular acidification. Lactic acid is generated in glycolysis~~diagnosis, ~~carbon dioxide from oxidative phosphorylation~~staging, and ~~ammonia~~monitoring, ~~from~~thereby ~~the~~saving ~~breakdown~~lives ofand ~~proteins~~ensuring ~~and nitrogenous~~appropriate ~~bases~~treatment. ~~Acidification~~Cancer is ~~measured~~our ininitial ~~"open" versus "closed" (air-sealed) wells to track the accumulations of soluble versus volatile metabolic products (lactic acid versus carbon dioxide and ammonia)~~focus. ~~Savicell's tests measure these acidification (pH) changes.~~

~~Our~~The ~~technology~~need ~~exposes the immune system cells to stimulants that have been characterized specifically~~ for ~~the method. The process of acid production described above and the monitoring of the pH level in the cell environment allows~~ early ~~detection of disease. This is because the metabolic profiles of immune cells in sick people are different from those of the healthy.~~ diagnosis

~~Immune~~Cancer ~~cells~~cases ofare ~~sick~~increasing, ~~people~~with ~~have~~more ~~already~~than ~~been~~20 ~~activated (metabolic~~million ~~shift)~~new cases predicted in ~~vivo~~2025, ~~against~~compared ~~cancer~~to ~~proteins.~~12 Asmillion ain ~~result,~~2008. Early ~~acidification rates~~detection ~~are~~is ~~different~~very ~~compared~~important tobecause ~~the~~it ~~immune~~can ~~cells~~improve ofoutcomes. Typically, ~~healthy~~more ~~individuals~~treatment ~~that have~~options ~~not~~are ~~been~~available ~~exposed~~when incancer ~~vivo~~is todiagnosed ~~cancer~~early, ~~proteins.~~and Tosurvival ~~measure~~improves. In ~~extracellular acidification~~the ~~Savicell~~United ~~adds~~States, athe pHfive-~~sensitive~~year ~~impermeable~~survival ~~fluorescence~~rate ~~probe~~improves ~~along with~~by ~~the~~at ~~cells~~least ~~and~~four ~~stimulants~~times towith ~~the~~early ~~microwell~~diagnosis ~~plate,~~and ~~which~~before iscancer ~~monitored~~has ~~over time~~spread. Unfortunately, ~~Various stimulants are chosen~~ to ~~increase~~date, the pHmajority ~~signal~~of ~~and~~cancer topatients ~~more specifically~~are ~~characterize~~diagnosed ~~the~~at ~~disease.~~later stages.

~~Savicell ImmunoBiopsy platform uses three types of stimulants:~~5

1While surgical biopsies are the norm, they are invasive and expensive. ~~General~~The ~~stimulants~~need ~~that~~for ~~activate~~simpler ~~all~~and ~~immune~~more ~~system~~efficient ~~cells~~processes for cancer detection has incentivized some 38 companies in the United States to work on creating liquid biopsies. In a ~~non-specific~~2015 ~~mode~~report, ~~and~~investment ~~are~~bank ~~used~~Piper asJaffray ~~positive~~valued ~~controls~~the potential market for ~~testing.~~liquid ~~Examples~~biopsies ~~are para-methoxyamphetamine~~at ~~(PMA),~~$29 ~~lipopolysaccharides~~billion ~~(LPS),~~in ~~and~~the ~~concanavalinA (ConA).~~United States alone.

2.Using ~~Metabolic~~technologies ~~stimulants~~based ~~used~~on ascirculating ~~substrates~~tumor cells, ~~whose~~exosomes, ~~consumption increases~~and incirculating ~~activated~~tumor ~~cells~~nucleic acids, ~~especially~~liquid ~~those~~biopsy ~~undergoing~~companies ~~increased~~are ~~glycolysis~~making progress in developing products that have advantages versus current technologies. ~~Examples~~ ~~are~~However, ~~glucose~~it ~~and~~appears Lmore likely that these types of liquid biopsy technologies best support late stage cancers, with technical challenges remaining for early-~~glutamine.~~stage cancers and early cancer screening.

3.In ~~Cancer-specific stimulants~~contrast, ~~including~~the ~~those~~Well-Shield bypatented ~~cancer~~ImmunoBiopsy ~~type (e.g.~~platform ~~lung).~~is ~~These~~unique ~~enhance~~in ~~separation~~the byLiquid ~~specific~~Biopsy ~~cancer type as well as distinguishing cancer from healthy and other diseases~~market. ~~Examples~~And ~~are~~we ~~human~~believe ~~epidermal~~that ~~growth~~as ~~factor~~an ~~receptor~~immune 2system ~~(HER2)~~functional ~~and~~test ~~New~~it ~~York esophageal~~is ~~squamous~~inherently ~~cell~~better ~~carcinoma~~suited 1for ~~(NY-ESO-1).~~early detection.

5Product focus

~~The~~ Savicell ~~vision~~conducted isclinical work for tests specific to ~~develop~~breast and ~~commercialize~~lung acancers ~~line~~in ~~of patient-friendly~~multiple ~~blood~~medical ~~tests~~centers. ~~that~~We ~~enable~~had encouraging early ~~diagnosis~~reviews of our breast cancer and lung cancer analyses albeit on relatively small sample sizes. Specifically, ~~staging~~we distinguished between breast cancer patients and healthy donors, and ~~monitoring~~ lung cancer patients and healthy donors, ~~thereby~~with ~~saving~~high ~~lives~~sensitivity and ~~ensuring~~specificity ~~appropriate~~of ~~treatment~~greater than 95% in both cancers. ~~Cancer~~In addition, we were able to show that there is ~~our~~ ~~initial~~a ~~focus~~metabolic profile difference between other breast disease donors and breast cancer donors and between COPD (chronic obstructive pulmonary disease) donors and lung cancer donors.Based on this early potential, Savicell has decided to focus our resources on lung cancer as our lead product.

Savicell's lung cancer clinical study results were published in Cancer Immunology and Immunotherapy that validate the promise of Savicell's Liquid ImmunoBiopsy™. The ~~need~~published ~~for~~study uses the Savicell Diagnostics, Ltd. platform to diagnose lung cancer, producing 91% sensitivity and 80% specificity in a 20-fold cross-validation. Diagnosis of Stage 1 lung cancer is as accurate as later stages. Novel non-invasive early ~~diagnosis~~detection of lung cancer using liquid immunobiopsy metabolic activity profiles Adir, Y., Tirman, S., Abramovitch, S. et al. Cancer Immunol Immunother (2018).

Cancer cases are increasing, with more than 20 million new cases predicted in 2025, compared to 12 million in 2008. Early detection is very important because it can improve outcomes. Typically, more treatment options are available when cancer is diagnosed early, and survival improves. In the United States, the five-year survival rate improves by at least four times with early diagnosis and before cancer has spread. Unfortunately, to date, the majority of cancer patients are diagnosed at later stages.6

~~While surgical biopsies are the norm, they are invasive and expensive~~https://doi. ~~The need for simpler and more efficient processes for cancer detection has incentivized some 38 companies in the United States to work on creating liquid biopsies~~org/10. ~~In a 2015 report, investment bank Piper Jaffray valued~~1007/s00262-018-2173-5 ~~the potential market for liquid biopsies at $29 billion in the United States alone~~ https://link. springer.com/article/10.1007%2Fs00262-018-2173-5

Using technologies based on circulating tumor cells, exosomes, and circulating tumor nucleic acids, liquid biopsy companies are making progress in developing products that have advantages versus current technologies. However, it appears more likely that these types of liquid biopsy technologies best support late stage cancers, with technical challenges remaining for early-stage cancers and early cancer screening.Abstract

InLung ~~contrast,~~cancer is the ~~Well~~leading cause of cancer death worldwide. Survival is largely dependent on the stage of diagnosis: the localized disease has a 5-~~Shield~~year ~~patented~~survival ~~ImmunoBiopsy~~greater ~~platform~~than 55%, whereas, for spread tumors, this rate is ~~unique~~ inonly 4%. Therefore, the ~~Liquid~~early ~~Biopsy~~detection ~~market~~of lung cancer is key for improving prognosis. ~~And~~In wethis ~~believe~~study, ~~that~~we aspresent an innovative, non-invasive, cancer detection approach based on measurements of the metabolic activity profiles of immune system ~~functional~~ cells. For each Liquid ImmunoBiopsy test, ita 384 multi-well plate is ~~inherently~~loaded ~~better~~with ~~suited~~freshly separated PBMCs, and each well contains 1 of the 16 selected stimulants in several increasing concentrations. The extracellular acidity is measured in both air-open and hermetically-sealed states, using a commercial fluorescence plate reader, for approximately 1.5 h. Both states enable the measurement of real-time accumulation of 'soluble' versus 'volatile' metabolic products, thereby differentiating between oxidative phosphorylation and aerobic glycolysis. The metabolic activity profiles are analyzed for cancer diagnosis by machine-learning tools. We present a diagnostic accuracy study, using a multivariable prediction model to differentiate between lung cancer and control blood samples. The model was developed and tested using a cohort of 200 subjects (100 lung cancer and 100 control subjects), yielding 91% sensitivity and 80% specificity in a 20-fold cross-validation. Our results clearly indicate that the proposed clinical model is suitable for non-invasive early ~~detection~~lung cancer diagnosis, and is indifferent to lung cancer stage and histological type.

~~Product focus~~8

Savicell ~~conducted~~had ~~clinical~~a ~~work~~poster ~~for~~presentation ~~tests~~on ~~specific~~clinical toresults ~~breast and~~focused ~~lung~~on ~~cancers in multiple medical centers. We had encouraging~~ early ~~reviews of~~stage ~~our~~lung ~~breast~~ cancer ~~and~~at ~~lung~~the ~~cancer~~European ~~analyses~~Respiratory ~~albeit~~Society onInternational ~~relatively~~Congress ~~small~~in ~~sample sizes.~~September 2018. Specifically, we328 ~~distinguished~~subjects ~~between~~of ~~breast~~which ~~cancer~~are ~~patients~~82 ~~and~~are ~~healthy donors,~~early stages and ~~lung~~246 ~~cancer~~are ~~patients and~~ healthy ~~donors,~~controls. 77% ~~with~~of ~~high~~the ~~sensitivity~~cancer ~~and specificity~~patients ofwere ~~greater~~Stage1 ~~than~~and 9533% inwere ~~both~~Stage ~~cancers~~2. Test Inresults ~~addition, we~~ were ~~able~~92% ~~to show~~sensitivity ~~that there is a metabolic profile difference between other breast disease donors~~ and ~~breast~~76% ~~cancer~~specificity ~~donors~~using ~~and~~stratified ~~between~~10-fold ~~COPD~~cross-validation. Negative ~~(chronic~~predictive ~~obstructive~~value ~~pulmonary disease)~~was ~~donors~~0.97 and ~~lung~~area ~~cancer~~under ~~donors.Based~~the onROC ~~this~~curve ~~early~~was ~~potential, Savicell has decided to focus our resources on lung cancer as our lead product~~0.93.

~~Savicell's lung cancer clinical study results were published in Cancer Immunology and~~9

~~Immunotherapy~~Lung ~~that validate the promise of Savicell’s Liquid ImmunoBiopsy™. The published study uses the Savicell Diagnostics, Ltd. platform to diagnose lung~~ cancer, ~~producing 91% sensitivity and 80% specificity in a 20-fold cross-validation. Diagnosis of Stage 1 lung cancer is as accurate as later stages.~~

~~Novel~~American ~~non-invasive~~Cancer ~~early~~Society ~~detection~~estimates there will be 222,500 new cases of lung cancer ~~using~~in ~~liquid immunobiopsy~~the ~~metabolic~~USA ~~activity~~in ~~profiles Adir~~2017, Yrepresenting 13.,6% ~~Tirman,~~of Sall cancer diagnoses., ~~Abramovitch~~Worldwide, ~~S. et~~there alwere an estimated 1.8 ~~Cancer~~million ~~Immunol~~new ~~Immunother~~cases ~~(2018)~~of lung cancer in 2012, accounting for 12.9% ~~https://doi~~of all cancers.~~org/10.1007/s00262 -018-2173-5~~ ~~https://link~~Lung cancer is the leading cancer killer in both men and women in the USA and worldwide.~~springer.com/article/10.1007%2Fs00262~~ ~~-018-2173-5~~(7) (8)

~~Abstract~~Less than 20% of lung cancers are diagnosed at an early stage, with a five-year survival rate (completely resected NSCLC stage 1A) that ranges from 67 to 89% (4). Unfortunately, the majority of lung cancer cases (57%) are diagnosed at an advanced stage when five-year survival is as low as 4%. This is because lung cancer symptoms present themselves at later stages of the disease.

~~Lung~~Cigarette ~~cancer~~smoke isremains the ~~leading~~main ~~cause~~risk offactor ~~cancer death worldwide. Survival is largely dependent on the stage of diagnosis: the localized disease has a 5-year survival greater than 55%, whereas,~~ for ~~spread~~lung ~~tumors~~cancer, ~~this~~with ~~rate~~85% ~~is only~~to 490%. ~~Therefore, the early detection~~ of lung cancer iscases ~~key~~in ~~for improving prognosis. In this study, we present an innovative, non-invasive, cancer detection approach based on measurements of~~ the ~~metabolic~~USA ~~activity~~occurring ~~profiles~~in ~~of immune~~current ~~system~~or ~~cells~~former smokers. ~~For~~There ~~each~~are ~~Liquid~~about ~~ImmunoBiopsy~~94 ~~test,~~million acurrent ~~384 multi-well plate is loaded with freshly separated PBMCs,~~ and ~~each~~former ~~well~~smokers ~~contains~~in ~~1 of~~ the ~~16 selected stimulants in several increasing concentrations~~USA. ~~The~~While ~~extracellular acidity~~clinicians iscan ~~measured~~identify inthose ~~both~~at ~~air-open and hermetically-sealed states~~risk, ~~using~~they ~~a commercial~~lack ~~fluorescence~~effective plate reader, for approximately 1.5 h. Both states enable the measurement of real-time accumulation of ‘soluble’ versus ‘volatile’ metabolic products, thereby differentiating between oxidative phosphorylation and aerobic glycolysis. The metabolic activity profiles are analyzed for cancer diagnosis by machine-learning tools. ~~We present a diagnostic accuracy study, using a multivariable prediction model~~ to ~~differentiate~~diagnose ~~between~~ lung cancer and control blood samples. The model was developed and tested using a cohort of 200 subjects (100 lung cancer and 100 control subjects), yielding 91% sensitivity and 80% specificity in a 20-fold cross-validation. Our results clearly indicate that the proposed clinical model is suitable for non-invasive early ~~lung cancer diagnosis, and is indifferent to lung cancer stage and histological type~~.

7With improved low-dose computed tomography (LDCT) technology, it is possible to detect potential malignant nodules in high-risk populations. Pulmonary nodules are small, focal, radiographic opacities that may be solitary or multiple. The management goal of patients with pulmonary nodules is to distinguish between benign and malignant nodules, speeding diagnosis for malignant nodules while minimizing unnecessary and invasive testing of those that are benign. Many pulmonary nodules are detected incidentally in computed tomography (CT) and chest x-rays examination (not related to the indication for obtaining the CT or x-rays examination) and in scheduled LDCT screening.

8The largest USA National Screening Trial (NLST) demonstrated that screening high-risk subjects decreases mortality. The current standard of care for diagnosing lung cancer in high-risk patients is LDCT scanning. This large trial of 53,454 current or former heavy smokers, ages 55 to 74, demonstrated that screening high-risk subjects using LDCT decreases mortality from lung cancer by 20%. Based on this study, the United States Preventive Services Task force ("USPSTF") guidelines recommend annual LDCTs for patients at high risk for lung cancer. However, there are major limitations to CT screening that create the following two important market needs:

9Broader Screening

~~Savicell~~Because ~~had~~of acost-benefit ~~poster~~ratios ~~presentation~~(including onpossible ~~clinical~~radiation ~~results~~risks), ~~focused on~~LDCT ~~early~~was ~~stage~~approved ~~lung~~only ~~cancer~~for ata ~~the~~heavy- ~~European~~use ~~Respiratory~~segment ~~Society~~of ~~International Congress~~past inand ~~September~~current ~~2018~~smokers. Specifically, ~~328~~Americans ~~subjects~~aged of55 ~~which~~to ~~are~~80 82years ~~are~~old ~~early stages~~who have a 30 pack-year smoking history and ~~246~~currently ~~are~~smoke ~~healthy~~or ~~controls~~have quit within the past 15 years. 77This represents about 10 million people or about 11% of the ~~cancer~~94 ~~patients~~million ~~were~~past ~~Stage1~~ and ~~33%~~ ~~were~~current ~~Stage~~smokers 2in the US. ~~Test~~There ~~results~~is ~~were~~still ~~92%~~a ~~sensitivity~~major ~~and~~unmet ~~76%~~need ~~specificity~~for ~~using stratified~~a ~~10-fold~~safer, ~~cross~~cost-~~validation.~~ ~~Negative~~effective ~~predictive~~liquid ~~value~~biopsy ~~was~~test ~~0.97~~that ~~and~~can ~~area under~~help screen for lung cancer in the ~~ROC~~broader ~~curve~~past ~~was~~and ~~0.93.~~current smoker population.

~~Lung cancer~~10

~~American~~Indeterminate ~~Cancer~~Nodules Society estimates there will be 222,500 new cases of lung cancer in the USA in 2017, representing 13.6% of all cancer diagnoses. Worldwide, there were an estimated 1.8 million new cases of lung cancer in 2012, accounting for 12.9% of all cancers. Lung cancer is the leading cancer killer in both men and women in the USA and worldwide. (7) (8)

~~Less~~A ~~than~~total 20of 96.4% of ~~lung~~the ~~cancers~~positive ~~are~~screening ~~diagnosed~~results at(NLST) anin ~~early~~the ~~stage, with~~low- adose ~~five-year~~CT ~~survival~~group ~~rate~~and ~~(completely~~94.5% ~~resected~~in ~~NSCLC~~the ~~stage~~radiography ~~1A)~~group ~~that~~were false positive results. The estimated number of pulmonary nodules in the USA ranges from 672 million to ~~89%~~4.9 million annually (41)(2)(3). ~~Unfortunately~~Using an estimate of 3 million annual pulmonary nodules, ~~the~~and ~~majority~~a false positive rate of ~~lung~~96.4% ~~cancer~~for LDCT and 94% for x-ray, would generate up to 2.8 million false positive cases ~~(57~~a year. In addition, 25%) ~~are diagnosed~~of atall anLDCTs ~~advanced~~are ~~stage~~indeterminate, ~~when~~and ~~five~~require additional follow-~~year~~up ~~survival~~procedures. isA asfull ~~low~~implementation asof 4%LDCT screening in the USA will identify 2.5 ~~This~~million ~~is because~~indeterminate ~~lung~~nodules ~~cancer~~and ~~symptoms~~is ~~present~~expected ~~themselves~~to atfurther ~~later~~increase ~~stages~~the number of ~~the disease~~false positive cases.

~~Cigarette~~After ~~smoke~~nodule ~~remains~~findings, the ~~main~~follow-up ~~risk~~procedures ~~factor~~to ~~for~~diagnose lung cancer are expensive, ~~with~~ ~~85%~~invasive toprocedures ~~90%~~like ofbiopsy. ~~lung~~Bronchoscopy ~~cancer~~can ~~cases~~have insignificant ~~the~~complication ~~USA~~risks, ~~occurring~~and infollow-up ~~current~~imaging oradds ~~former smokers~~to radiation risks. ~~There~~Millions ~~are~~of ~~about~~false 94positive ~~million~~cases ~~current~~annually ~~and~~could ~~former~~lead ~~smokers~~to inunnecessary ~~the~~invasive ~~USA.~~procedures ~~While clinicians~~on ~~can~~many ~~identify~~smokers ~~those~~or atpast ~~risk,~~smokers ~~they~~who ~~lack~~do ~~effective~~not ~~tools~~actually tohave ~~diagnose~~ lung cancer, ~~early~~driving higher costs, mortality and morbidity.

~~With~~There ~~improved low-dose computed tomography (LDCT) technology, it~~ is ~~possible~~an toimportant ~~detect~~need ~~potential~~for ~~malignant~~a ~~nodules~~safer inliquid ~~high-risk~~biopsy ~~populations. Pulmonary~~test ~~nodules are small, focal, radiographic opacities~~ that ~~may~~can beassist ~~solitary or~~in ~~multiple.~~the ~~The management goal of patients with pulmonary nodules is to distinguish between benign and malignant nodules, speeding~~ diagnosis ~~for malignant nodules while minimizing unnecessary and invasive testing~~ of ~~those that~~indeterminate ~~are benign. Many pulmonary~~ nodules ~~are detected incidentally in computed tomography (CT)~~ and ~~chest~~significantly ~~x-rays~~reduce ~~examination (not related to~~ the ~~indication~~number ~~for obtaining~~of ~~the~~false CTpositive ~~or x-rays examination) and in scheduled LDCT screening~~results.

10Lung cancer strategy

~~The~~In ~~largest~~the ~~USA~~longer ~~National~~term, ~~Screening~~we ~~Trial~~plan ~~(NLST)~~to ~~demonstrated that~~develop a screening ~~high-risk~~test ~~subjects~~for ~~decreases~~lung ~~mortality~~cancer. ~~The~~However, ~~current~~our ~~standard~~initial ~~of care~~goal ~~for~~is ~~diagnosing~~to ~~lung~~provide ~~cancer~~an inadditional ~~high-risk~~tool ~~patients~~for isclinicians, ~~LDCT~~designed ~~scanning.~~to ~~This large~~assist ~~trial~~in the diagnosis of ~~53,454~~indeterminate ~~current~~nodules oridentified ~~former~~by ~~heavy~~imaging. ~~smokers,~~The ~~ages~~Well-Shield 55test is intended to ~~74, demonstrated~~help ~~that~~a ~~screening~~clinician ~~high-risk~~decide ~~subjects~~on ~~using~~invasive ~~LDCT~~and/or ~~decreases~~non-invasive ~~mortality from~~follow- ~~lung~~up. ~~cancer~~It bycould ~~20%.~~help ~~Based~~reduce onthe ~~this~~majority ~~study,~~of the ~~United~~false ~~States~~positive ~~Preventive Services~~results ~~Task~~and ~~force~~reduce ~~(“USPSTF”)~~the ~~guidelines~~number ~~recommend~~of ~~annual LDCTs~~unnecessary ~~for~~invasive ~~patients~~procedures atby ~~high~~more ~~risk~~than ~~for~~200,000 ~~lung~~annually ~~cancer~~in the US (5)(6). ~~However~~As a result, ~~there~~Well-Shield's ~~are~~test ~~major limitations~~could todrive CT$3.6 ~~screening~~billion ~~that~~in ~~create~~annual ~~the~~cost ~~following~~savings ~~two~~in ~~important~~the ~~market needs:~~USA alone.

~~Broader~~Sources ~~Screening~~Quoted

~~Because of cost-benefit ratios~~ (~~including possible radiation risks~~1), ~~LDCT~~Luba ~~was~~Frank ~~approved only for a heavy- use segment of past~~ and ~~current smokers.~~Leslie ~~Specifically, Americans aged 55 to 80 years old who have a 30 pack-year smoking history and currently smoke or have quit within the past 15 years~~E. ~~This represents~~Quint ~~about~~Chest 10CT ~~million~~incidentalomas: ~~people~~thyroid orlesions, ~~about~~enlarged ~~11%~~mediastinal oflymph ~~the~~nodes, ~~94 million past~~ and ~~current~~ ~~smokers~~lung innodules ~~the~~Cancer USImaging. ~~There~~2012; is12(1): ~~still a major unmet need for a safer, cost~~41- ~~effective liquid biopsy test that can help screen for lung cancer in the broader past and current smoker population.~~48

~~Indeterminate~~(2) ~~Nodules~~MacMahon H, Austin JH, Gamsu G, et al. Guidelines for management of small pulmonary nodules detected on CT scans: a statement from the Fleischner Society. Radiology. 2005;237:395-400. doi:10.1148/radiol.2372041887. [PubMed]

~~A total of 96.4% of the positive screening results~~ (~~NLST~~3) ~~in the~~Michael ~~low- dose CT group and 94~~K.5% inGould ~~the~~et ~~radiography group were false positive results~~al. ~~The~~Recent ~~estimated~~Trends ~~number of pulmonary nodules~~ in the ~~USA~~Identification ~~ranges~~of ~~from~~Incidental ~~2 million~~Pulmonary ~~to 4~~Nodules.9 ~~million~~Am ~~annually~~J ~~(1)(2)(3).~~Respir ~~Using~~Crit anCare ~~estimate~~Med ofVol 3192, ~~million~~Iss ~~annual pulmonary nodules~~10, ~~and~~pp ~~a false positive rate of 96.4% for LDCT and 94% for x~~1208-~~ray~~1214, ~~would~~Nov ~~generate up to 2.8 million false positive cases a year. In addition~~15, 25% of all LDCTs are indeterminate, and require additional follow-up procedures. A full implementation of LDCT screening in the USA will identify 2.5 million indeterminate nodules and is expected to further increase the number of false positive cases.2015

~~After~~(4) ~~nodule~~Apichat ~~findings,~~Tantraworasin ~~the~~et ~~follow-up procedures to diagnose lung cancer are expensive, invasive procedures like biopsy~~al. ~~Bronchoscopy~~ISRN ~~can have~~Surgery ~~significant~~Volume ~~complication risks~~2013, ~~and~~Article ~~follow-up~~ID ~~imaging adds to radiation risks. Millions of false positive cases annually could lead to unnecessary invasive procedures on many smokers or past smokers who do not actually have lung cancer~~175304, ~~driving~~7 ~~higher costs, mortality and morbidity.~~pages

~~There~~(5) isMoving anBeyond ~~important~~the ~~need~~National ~~for~~Lung aScreening ~~safer~~Trial: ~~liquid~~Discussing ~~biopsy~~Strategies ~~test~~for ~~that can~~Implementation ~~assist~~of inLung ~~the~~Cancer ~~diagnosis~~Screening ofPrograms ~~indeterminate~~Bernando ~~nodules~~H.L. ~~and~~Goulard, ~~significantly~~The ~~reduce the~~Oncologist. ~~number~~2013 ofAug; ~~false~~18(8): ~~positive results.~~941-946

~~Lung~~(6) ~~cancer~~Assume ~~strategy~~10 million patients screened and sensitivity and specificity of 92% and 75% respectively. Well-Shield may have higher or lower sensitivity and specificity.

In the longer term, we plan to develop a screening test for lung cancer. However, our initial goal is to provide an additional tool for clinicians, designed to assist in the diagnosis of indeterminate nodules identified by imaging. The Well-Shield test is intended to help a clinician decide on invasive and/or non-invasive follow- up. It could help reduce the majority of the false positive results and reduce the number of unnecessary invasive procedures by more than 200,000 annually in the US (57)~~(6).~~ AsCancer aFacts ~~result, Well-Shield’s~~& ~~test~~Figures ~~could drive $3~~2015.~~6 billion in annual cost savings in the USA alone.~~

~~Sources~~(8) ~~Quoted~~World Cancer Report 2014.

~~(1) Luba Frank and Leslie E. Quint Chest CT incidentalomas: thyroid lesions, enlarged mediastinal lymph nodes, and lung nodules Cancer Imaging. 2012; 12(1): 41–48~~11

~~(2)~~Results ~~MacMahon H, Austin JH, Gamsu G, et al. Guidelines for management~~ of ~~small~~Operations ~~pulmonary nodules detected on CT scans: a statement from the Fleischner Society. Radiology. 2005;237:395–400. doi:10.1148/radiol. 2372041887. [PubMed]~~

11Revenues

~~(3)~~We ~~Michael~~have K.not ~~Gould~~earned etany alrevenue from operations since our inception and further losses are anticipated in the development of our business. ~~Recent~~We ~~Trends~~are currently in the ~~Identification~~ development stage of ~~Incidental~~our ~~Pulmonary~~business ~~Nodules.~~and Amwe Jcan ~~Respir~~provide ~~Crit~~no ~~Care~~assurances ~~Med~~that ~~Vol~~we ~~192,~~will ~~Iss~~generate ~~10,~~revenue ~~pp 1208–1214,~~in ~~Nov~~the ~~15,~~foreseeable ~~2015~~future.

~~(4)~~Expenses ~~Apichat Tantraworasin et al. ISRN Surgery Volume 2013, Article ID 175304, 7 pages~~

~~(5)~~For ~~Moving Beyond~~ the ~~National~~three ~~Lung~~and ~~Screening~~nine ~~Trial:~~months ~~Discussing Strategies~~ended ~~for~~September ~~Implementation~~30, of2019 ~~Lung~~and ~~Cancer~~2018, ~~Screening~~we ~~Programs~~incurred ~~Bernando~~the ~~H.L. Goulard,~~following ~~The~~general ~~Oncologist.~~and ~~2013~~administrative ~~Aug; 18(8)~~expenses: ~~941–946~~

(6) Assume 10 million patients screened and sensitivity and specificity of 92% and 75% respectively. Well-Shield may have higher or lower sensitivity and specificity.

	Three months ended September 30, 2019	Three months ended September 30, 2018	Nine months ended September 30, 2019	Nine months ended September 30, 2018
General and Administrative Expenses	$	$	$	$
Accounting Fees	7,500	7,500	22,500	22,500
Audit & Tax Fees	20,595	10,019	61,228	82,465
Bank Fees	155	113	567	478
Consulting Fees	182,895	92,381	366,412	296,184
Lease Expense	9,198	-	26,662	-
Filing and Transfer Agent Fees	27	2,618	8,653	6,484
Insurance Expense	1,306	10,823	9,626	25,337
Marketing Expense	1,155	-	5,574	-
Legal Fees	5,216	6,808	13,956	16,852
Office and Miscellaneous Expense	1,323	15,529	7,467	20,443
Payroll Expense	9,213	8,852	27,149	27,312
Research and Development Expense	406,664	449,188	1,193,917	1,853,950
Travel Expenses	13,915	1,286	24,186	8,621
	659,162	605,117	1,767,897	2,360,626

~~(7)~~Three-Month ~~Cancer~~Period ~~Facts~~Ended &September ~~Figures~~30, ~~2015.~~ 2019

(Our expenses increased by approximately 8.9% during the three months ended September 30, 2019 compared to the same period in 2018. This increase resulted primarily from (a) ~~World~~an ~~Cancer~~increase ~~Report~~of ~~2014~~$90,000 in consulting fees compared to the same three-month period ending in 2018. The increase in consulting fees is mainly the result of the engagement of additional external professionals in furtherance of our business as well as our ongoing fundraising efforts; (b) an increase in audit and tax fees; and (c) an increase in travel expenses. These expense increases are mitigated by the following cost reductions: (a) a reduction in research and development expenses due to lower stock compensation expense of $152,652 in the third quarter of 2019 compared to $180,160 in the same three-month period in 2018. This decrease more than offset an increase in payroll expense incurred in this department; and (b) a reduction in insurance expense that is primarily a timing difference.

~~Results~~Nine-Month ofPeriod ~~Operations~~Ended September 30, 2019

~~Revenues~~Our expenses decreased by approximately 25.1% during the nine months ended September 30, 2019 compared to the same period in 2018. This decrease resulted primarily from (a) a large decrease in research and development expenses that mostly related a reduction in stock compensation expense recognized. Stock compensation expense decrease by $615,400 in the first none months of 2019 compared to the same nine-month period in 2018.; (b) a decrease in audit and tax fees that is primarily a timing issue in terms of the recognition of expense; and (c) a decrease in insurance expense that is primarily a timing issue in terms of the recognition of expense. These expense reductions are mitigated by the following cost increases: (a) a meaningful increase in consulting fees of $70,250 compared to 2018 as we continue to engage additional external professionals in furtherance of our business and financing objectives; (b) the recognition of lease expense in 2019 related to leased premises used in our operations; and (c) an increase in travel expenses.

We have not earned any revenue from operations since our inception and further losses are anticipated in the development of our business. We are currently in the development stage of our business and we can provide no assurances that we will generate revenue in the foreseeable future. 12

~~Expenses~~Liquidity And Capital Resources

~~For~~Working ~~the three and six months ended June 30, 2019 and 2018, we incurred the following general and administrative expenses:~~Capital

		Three months	Three	Six months	Six months
	September 30, 2019 $	December 31, 2018 $
		ended June	months	ended June	ended June
Total Current Assets	257,651	193,038
		30, 2019	ended June	30, 2019	30, 2018
Total Current Liabilities	563,083	440,716
			30, 2018
Working Capital (Deficiency)	(305,432)	(247,678)
General and Administrative Expenses		$	$	$	$
Accounting Fees		7,500	7,500	15,000	15,000
Audit & Tax Fees		30,182	57,882	40,633	72,446
Bank Fees		302	229	412	365
Consulting Fees		91,816	91,651	183,517	203,803
Lease Expense		4,090	-	17,464	-
Filing and Transfer Agent Fees		7,077	3,776	8,626	3,866
Insurance Expense		2,479	1,297	8,320	14,514
Marketing Expense		3,321	-	4,419	-
Legal Fees		3,776	6,379	8,740	10,044
Office and Miscellaneous Expense		1,452	960	6,144	4,914
Payroll Expense		9,020	9,078	17,936	18,460
Research and Development Expense		402,507	1,137,940	787,253	1,404,762
Travel Expenses		7,821	3,668	10,271	7,335
		571,343	1,320,360	1,108,735	1,755,509

~~Three-Month~~Our ~~Period~~operations ~~Ended~~consumed ~~June~~more 30cash in the first 9 months of 2019 as compared to the corresponding 9 months in 2018 as less reliance was placed on current payables as a means of financing the ongoing operations. However, we raised more financing dollars between debt and equity issuances in the first 9 months of 2019 compared to 2018. Overall, we saw a decrease in our working capital position relative to our most recent year end, December 31, 2018 of $57,754.

~~Our~~Given ~~expenses~~that ~~decreased~~we byare ~~approximately~~incurring ~~56.7%~~significant ~~during~~monthly ~~the~~cash ~~three months~~operating ~~ended June 30~~expenses, ~~2019~~there ~~compared~~is ~~to the same period in 2018. This decrease resulted primarily from (~~a) aneed ~~large decrease in research and development expenses that related primarily~~ to ~~a decrease~~raise inadditional ~~share-based~~financing ~~compensation payable to employees and consultants engaged~~ in the ~~ongoing~~short ~~research~~term ~~and development~~ as ~~well~~current ascash ~~corporate~~balances ~~activities; (b)~~are anot ~~reduction~~sufficient ~~in audit and tax fees recognized in the current fiscal quarter primarily due~~ to ~~timing~~sustain ~~differences;~~our ~~and~~operations. ~~(c)~~Efforts aare ~~modest~~ongoing ~~reduction in legal fees due~~ to asecure ~~slower~~additional ~~pace~~convertible ofdebt and equity ~~financings~~financing ~~that~~and ~~typically~~we ~~require~~are ~~the~~hopeful ~~services of legal professionals~~ to ~~implement~~realize such transactions. ~~Mitigating these expense reductions were increases in filing and transfer agent fees, recognized lease expenses, insurance expense and marketing expenses~~imminently.

12Recent Financings

~~Six-Month~~As ~~Period~~at ~~Ended~~September ~~June~~ 30, 2019, the Company had $936,000 share subscription received for which the shares had not yet been issued. On October 25, 2019, we closed an equity financing in the aggregate amount of $1,012,000 which represented a total issuance of 5,060,0000 units at an issuance price of $0.20 each. Each unit comprised one common share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share for two years.

~~Our~~Cash expenses decreased by approximately 36.8% during the six months ended June 30, 2019 compared to the same period in 2018. The significant component of this decrease in expense profile related to reduced stock compensation expense that is included in the overall research and development expenses. There were significant grants of stock options to employees and consultants working the R&D area in June of 2018 that led to a material expense recognition for that fiscal quarter. The corresponding expense recognition in the 2019 year to date fiscal period has been more moderate.Flows

Liquidity And Capital Resources

	Nine months ended September 30, 2019 $		Nine months ended September 30, 2018 $
Net Cash (Used in) Operating Activities	(1,274,420	)	(939,225	)
Net Cash Provided by Financing Activities	1,340,654		1,013,145
Net Cash (Used in) Investing Activities	-		(5,152	)

~~Working~~Cash ~~Capital~~(Used in) Operating Activities

	June 30, 2019 $	December 31, 2018 $
Total Current Assets	189,323	193,038
Total Current Liabilities	510,019	440,716
Working Capital (Deficiency)	(320,696)	(247,678)

The increase in cash used in operating activities compared to the same period last year is due primarily to reduced reliance on short term liabilities to finance current operations.

~~Our~~Cash ~~operations~~Provided ~~consumed~~by ~~more~~Financing cash in the first half of 2019 as compared to the corresponding 6 months in 2018 as less reliance was placed on current payables as a means of financing the ongoing operations. However, we raised more financing dollars between debt and equity issuances in the first 6 months of 2019 compared to 2018. Overall, we saw a decrease in our working capital position relative to our most recent year end, December 31, 2018 of about $100,484.Activities

~~Given~~The ~~that~~increase wein ~~are incurring significant monthly~~ cash ~~operating expenses,~~provided ~~there~~by isfinancing aactivities ~~need~~compared to ~~raise~~the ~~additional~~same ~~financing~~period inlast ~~the~~year ~~short~~results ~~term~~primarily ~~as current~~from ~~cash~~the ~~balances~~fact ~~are~~that ~~not~~the ~~sufficient~~aggregate todebt ~~sustain~~and ~~our~~equity ~~operations.~~financings ~~Efforts~~realized ~~are ongoing~~in tothe ~~secure~~first ~~additional~~9 ~~convertible~~months ~~debt~~of ~~and~~2019 ~~equity~~exceeded ~~financing~~that ~~and~~realized wein ~~are hopeful~~the tofirst ~~realize~~9 ~~such~~months ~~transactions~~of ~~imminently~~2018.

~~Recent Financings~~13

OnCash ~~April~~Used ~~12, 2019, we sold 618,985 shares of common stock at a price of US$0.20 per share for gross proceeds of US$123,797. We issued the shares of common stock to one U.S. person~~ in ~~reliance~~Investing upon Rule 506 of Regulation D of the Securities Act of 1933, as amended, and to two non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) in an offshore transaction in which we relied on the registration exemption provided for in Regulation S and/or Section 4(2) of theActivities

~~Securities~~No ~~Act~~funds ofwere ~~1933,~~used asin ~~amended.~~purchasing capital assets during the third quarter of 2019.

OnPlan ~~April 12, 2019, pursuant to the Savicell conversion and participation rights agreement, one investor~~ of ~~Savicell have elected to exchange 89 shares of Savicell for common shares of the Company. The conversion resulted in an issuance of 756,480 common shares at a price per share of $0.20.~~ Operation

13We are an early-stage company. There exists substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital to pay our expenses. This is because we have not generated any revenues and no material revenues are anticipated until we further develop our business. There is no assurance we will reach this point.

~~Cash~~Our ~~Flows~~primary objectives for the next twelve-month period are to further develop the Technology and to advance the Technology and the related clinical testing. The pace at which we will advance the development of the Technology will depend, in part, on the quantum of additional financing that we are able to raise within the balance of 2019. Once such amount becomes known, we will be in a position to estimate the overall expenditure profile for the ensuing 12 months.

	Six months ended		Six months ended
	June 30, 2019		June, 2018
	$		$
Net Cash (Used in) Operating Activities	(706,115	)	(608,485	)
Net Cash Provided by Financing Activities	714,740		545,145
Net Cash (Used in) Investing Activities	-		-

If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we may be forced to cease the operation of our business.

~~Cash~~Going ~~(Used~~Concern ~~in) Operating Activities~~

The ~~increase~~financial instatements ~~cash~~accompanying ~~used~~this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in ~~operating~~the ~~activities~~normal ~~compared~~course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the ~~same~~immediate ~~period~~or ~~last~~foreseeable ~~year~~future. The continuation of our company as a going concern is ~~due~~dependent ~~primarily~~upon tothe ~~reduced~~continued ~~reliance~~financial onsupport ~~short~~from ~~term liabilities~~our shareholders, the ability of our company to ~~finance~~obtain ~~current~~necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As at September 30, 2019, our company has accumulated deficit of $16,884,830 since inception. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next 12 months.

~~Cash~~Due ~~Provided~~to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted in their report on the financial statements for the year ended December 31, 2018, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by ~~Financing~~our ~~Activities~~independent auditors.

The ~~increase~~continuation inof ~~cash~~our ~~provided~~business byis ~~financing~~dependent ~~activities~~upon ~~compared to~~us ~~the~~raising ~~same~~additional ~~period~~financial ~~last~~support. ~~year~~The ~~results~~issuance ~~primarily~~of ~~from~~additional ~~the~~equity ~~fact~~securities ~~that~~by ~~the~~us ~~aggregate debt~~could ~~and~~result ~~equity~~in ~~financings~~a ~~realized~~significant dilution in the ~~first~~equity ~~half~~interests of ~~2019~~our ~~exceeded~~current ~~that realized~~stockholders. inObtaining ~~the~~commercial ~~first~~loans, ~~half~~assuming ofthose ~~2018~~loans would be available, will increase our liabilities and future cash commitments.

~~Cash~~Future ~~Used~~Financings ~~in Investing Activities~~

NoWe ~~funds~~will ~~were~~require ~~used~~additional infinancing ~~purchasing~~to ~~capital~~fund our planned operations, including further development, clinical testing, regulatory requirements, and commercializing our existing assets. ~~during~~We ~~the second~~currently ~~quarter~~do not have committed sources of ~~2019.~~additional financing and may not be able to obtain additional financing, particularly, if the volatile conditions in the stock and financial markets, and more particularly, the market for early development stage pharmaceutical company stocks persist.

~~Plan~~There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to delay or scale down some or all of ~~Operation~~our development activities or perhaps even cease the operation of our business.

We are an early-stage company. There exists substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital to pay our expenses. This is because we have not generated any revenues and no material revenues are anticipated until we further develop our business. There is no assurance we will reach this point. 14

~~Our~~Since ~~primary~~inception ~~objectives~~we ~~for~~have ~~the~~funded ~~next~~our ~~twelve-month~~operations ~~period~~primarily ~~are~~through ~~to further~~equity ~~develop the Technology~~ and todebt ~~advance~~financings ~~the Technology~~ and ~~the~~we ~~related clinical~~expect ~~testing.~~that ~~The pace at which~~ we will ~~advance~~continue ~~the~~to ~~development~~fund ofour ~~the Technology~~operations ~~will~~through ~~depend,~~the inequity ~~part,~~and ondebt ~~the~~financing. ~~quantum~~If ofwe raise additional financing ~~that~~by ~~we are~~issuing ~~able~~equity tosecurities, ~~raise~~our ~~within~~existing ~~the~~stockholders' ~~balance~~ownership ofwill ~~2019~~be diluted. ~~Once~~Obtaining ~~such~~commercial ~~amount becomes known~~loans, ~~we will~~assuming bethose inloans awould ~~position~~be toavailable, ~~estimate~~will ~~the~~increase ~~overall~~our ~~expenditure~~liabilities ~~profile~~and ~~for~~future ~~the ensuing~~cash ~~12 months~~commitments.

IfThere is no assurance that we ~~are~~will ~~not~~be able to ~~obtain~~maintain ~~the~~operations ~~additional~~at ~~financing~~a onlevel sufficient for an investor to obtain a ~~timely~~ ~~basis~~return on his, ifher, ~~and~~or ~~when~~its itinvestment isin ~~needed~~our common stock. Further, we may becontinue ~~forced~~ to ~~cease~~be ~~the operation of our business~~unprofitable.

~~Going~~Off-Balance ~~Concern~~Sheet Arrangements

~~The~~We ~~financial statements accompanying this report~~ have ~~been prepared~~no onoff-balance asheet ~~going~~arrangements ~~concern basis, which implies~~ that ~~our~~have ~~company~~or ~~will~~are ~~continue to~~reasonably ~~realize~~likely ~~its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely~~ to ~~pay~~have ~~dividends~~a ~~or generate~~current ~~earnings in the immediate~~ or ~~foreseeable~~ future. ~~The~~effect ~~continuation~~on of our ~~company~~financial ascondition, achanges ~~going~~in ~~concern is dependent upon the continued~~ financial ~~support from our shareholders~~condition, ~~the~~revenues ~~ability~~or ~~of our company to obtain necessary equity financing to achieve our operating objectives~~expenses, ~~and~~results ~~the attainment~~ of ~~profitable~~ operations~~. As at June 30~~, ~~2019~~liquidity, ~~our~~capital ~~company~~expenditures ~~has~~or ~~accumulated~~capital ~~deficit~~resources ~~of $16,265,714~~that ~~since~~are ~~inception.~~material ~~We do not have sufficient working capital~~ to ~~enable us to carry out our stated plan of operation for the next 12 months~~stockholders.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted in their report on the financial statements for the year ended December 31, 2018, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

We will require additional financing to fund our planned operations, including further development, clinical testing, regulatory requirements, and commercializing our existing assets. We currently do not have committed sources of additional financing and may not be able to obtain additional financing, particularly, if the volatile conditions in the stock and financial markets, and more particularly, the market for early development stage pharmaceutical company stocks persist.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to delay or scale down some or all of our development activities or perhaps even cease the operation of our business.

Since inception we have funded our operations primarily through equity and debt financings and we expect that we will continue to fund our operations through the equity and debt financing. If we raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his, her, or its investment in our common stock. Further, we may continue to be unprofitable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “ "Exchange Act”"), are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’'s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Rules 13a-15(b) and 15d-15(b) under the Exchange Act, requires us to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~June~~September 30, 2019. This evaluation was implemented under the supervision and with the participation of our Chief Executive Officer.

Based on this evaluation, management concluded that, as of ~~June~~ September 30, 2019, our disclosure controls and procedures are not fully effective. The ineffectiveness of our disclosure controls and procedures was due to the existence of material weaknesses identified in our annual report on Form 10-K filed with the SEC on April 3, 2019. As we continue to grow we are adding additional personnel in key positions, including accounting, that will enable us to improve our overall control procedures.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended ~~June~~September 30, 2019, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material pending legal proceedings to which our company or our subsidiary is a party or of which any of our properties, or the properties of our subsidiary, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or our subsidiary or has a material interest adverse to our company or our subsidiary.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this quarterly report on Form 10-Q in evaluating our company and our business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment.

Risks Related to our Company

The slowing of the worldwide economic growth may reduce our ability to obtain the financing necessary to continue our business and may reduce the number of viable products and businesses that we may wish to acquire. If we cannot raise the funds that we need or find a suitable product or business to acquire, we may go out of business and investors will lose their entire investment in our company.

There has been a downturn in general worldwide economic conditions due to many factors, including the effects of slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions, increased unemployment and liquidity concerns. In addition, these economic effects, including the resulting recession in various countries and slowing of the global economy, will likely result in fewer business opportunities as companies face increased financial hardship. Tightening credit and liquidity issues will also result in increased difficulties for our company to raise capital for our continued operations. We may not be able to raise money through the sale of our equity securities or through borrowing funds on terms we find acceptable. If we cannot raise the funds that we need or find a suitable product or business to acquire, we will go out of business. If we go out of business, investors will lose their entire investment in our company.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

We have not generated any revenue from operations since our incorporation. We expect that our operating expenses will increase over the next 12 months as we continue to ramp-up the scope of our business operations and work toward the commercialization of the Technology. We estimate our average monthly expenses over the next 12 months to be approximately $100,000-$120,000 ($1,200,000-$1,440,000 for the ensuing year), which includes the sum of (a) ongoing research and development expenses; (b) general and administrative expenses; and (c) capital asset acquisitions in furtherance of our product development initiatives. On ~~June~~September 30, 2019, we had cash and cash equivalents of $~~104~~197,~~594~~180. As of ~~June~~September 30, 2019, we had total current liabilities of $~~510~~563,~~019~~083. We currently have negative working capital of $~~320~~305,~~696~~432 with a significant portion of the current liabilities representing salary and consulting fees owing to management and consultants which have been forestalled. If we are unable to meet our financial obligations, we could be forced to restructure or refinance, seek additional equity capital or sell our assets. We might then be unable to obtain such financing or capital or sell our assets on satisfactory terms.

We need to raise additional funds in the future which may not be available on acceptable terms or at all.

We may consider issuing additional debt or equity securities in the future to fund potential acquisitions or investments, to refinance existing debt, or for general corporate purposes. If we issue equity or convertible debt securities to raise additional funds, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expenses. We may not be able to market such issuances on favorable terms, or at all, in which case, we may not be able to develop or enhance our products, execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements.

We are an early-stage company with a limited operating history, which may hinder our ability to successfully meet our objectives.

We are an early-stage company with only a limited operating history upon which to base an evaluation of our current business and future prospects. As a result, the revenue and income potential of our business is unproven. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. Errors may be made in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

Because our directors and officers are not all residents of the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our directors and officers.

Our directors and officer are not all residents of the United States, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

If we are unable to successfully recruit and retain qualified personnel, we may not be able to continue our operations.

In order to successfully implement and manage our business plan, we will depend upon, among other things, successfully recruiting and retaining qualified personnel having experience in the pharmaceutical industry. Competition for qualified individuals is intense. We may not be able to find, attract and retain qualified personnel on acceptable terms. If we are unable to find, attract and retain qualified personnel with technical expertise, our business operations could suffer.

Future growth could strain our resources, and if we are unable to manage our growth, we may not be able to successfully implement our business plan.

We hope to experience rapid growth in our operations, which will place a significant strain on our management, administrative, operational and financial infrastructure. Our future success will depend in part upon the ability of our executive officers to manage growth effectively. This will require that we hire and train additional personnel to manage our expanding operations. In addition, we must continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully manage our growth, we may be unable to execute upon our business plan.

Risks Relating to our Operations in Israel

Conditions in Israel and the surrounding Middle East may materially adversely affect our Subsidiary’'s operations and personnel.

Our Subsidiary has significant operations in Israel, including research and development. Since the establishment of the State of Israel in 1948, a number of armed conflicts and terrorist acts have taken place, which in the past, and may in the future, lead to security and economic problems for Israel. In addition, certain countries in the Middle East adjacent to Israel, including Egypt and Syria, recently experienced and some continue to experience political unrest and instability marked by civil demonstrations and violence, which in some cases resulted in the replacement of governments and regimes. Current and future conflicts and political, economic and/or military conditions in Israel and the Middle East region may affect our operations in Israel. The exacerbation of violence within Israel or the outbreak of violent conflicts involving Israel may impede our Subsidiary’'s ability to engage in research and development, or otherwise adversely affect its business or operations. In addition, our Subsidiary’'s employees in Israel may be required to perform annual mandatory military service and are subject to being called to active duty at any time under emergency circumstances. The absence of these employees may have an adverse effect on our Subsidiary’'s operations. Hostilities involving Israel may also result in the interruption or curtailment of trade between Israel and its trading partners, which could materially adversely affect our results of operations.

The ability of our Subsidiary to pay dividends is subject to limitations under Israeli law and dividends paid and loans extended by our Subsidiary may be subject to taxes.

The ability of our Subsidiary to pay dividends is governed by Israeli law, which provides that dividends may be paid by an Israeli corporation only out of its earnings as defined in accordance with the Israeli Companies Law of 1999, provided that there is no reasonable concern that such payment will cause such subsidiary to fail to meet its current and expected liabilities as they come due. Cash dividends paid by an Israeli corporation to United States resident corporate parents are subject to provisions of the Convention for the Avoidance of Double Taxation between Israel and the United States, which may result in our Subsidiary having to pay taxes on any dividends it declares.

Risks Relating to the Pharmaceutical Business

If we are unable to successfully acquire, develop or commercialize new products, our operating results will suffer.

Our future results of operations will depend to a significant extent upon our ability to successfully develop and commercialize new products and businesses in a timely manner. There are numerous difficulties in, developing and commercializing new products, including:

	•	there are still major developmental steps required to bring the product to a clinical testing stage;
	•	clinical testing may not be positive;
	•	developing, testing and manufacturing products in compliance with regulatory standards in a timely manner;
	•	failure to receive requisite regulatory approvals for such products in a timely manner or at all;
	•	developing and commercializing a new product is time consuming, costly and subject to numerous factors, including legal actions brought by our competitors, that may delay or prevent the development and commercialization of new products;
	•	incomplete, unconvincing or equivocal clinical trials data;
	•	experiencing delays or unanticipated costs;
	•	significant and unpredictable changes in the payer landscape, coverage and reimbursement for our products;
	•	experiencing delays as a result of limited resources at regulatory agencies; and
	•	changing review and approval policies and standards at regulatory agencies.

As a result of these and other difficulties, products in development by us may or may not receive timely regulatory approvals, or approvals at all, necessary for marketing by us or other third-party partners. If any of our products are not approved in a timely fashion or, when acquired or developed and approved, cannot be successfully manufactured, commercialized or reimbursed, our operating results could be adversely affected. We cannot guarantee that any investment we make in developing products will be recouped, even if we are successful in commercializing those products.

Our expenditures may not result in commercially successful products.

We cannot be sure our business expenditures will result in the successful acquisition, development or launch of products that will prove to be commercially successful or will improve the long-term profitability of our business. If such business expenditures do not result in successful acquisition, development or launch of commercially successful brand products our results of operations and financial condition could be materially adversely affected.

Third parties may claim that we infringe their proprietary rights and may prevent us from manufacturing and selling some of our products.

The manufacture, use and sale of new products that are the subject of conflicting patent rights have been the subject of substantial litigation in the pharmaceutical industry. These lawsuits relate to the validity and infringement of patents or proprietary rights of third parties. Litigation may be costly and time-consuming, and could divert the attention of our management and technical personnel. In addition, if we infringe on the rights of others, we could lose our right to develop, manufacture or market products or could be required to pay monetary damages or royalties to license proprietary rights from third parties. Although the parties to patent and intellectual property disputes in the pharmaceutical industry have often settled their disputes through licensing or similar arrangements, the costs associated with these arrangements may be substantial and could include ongoing royalties. Furthermore, we cannot be certain that the necessary licenses would be available to us on commercially reasonable terms, or at all. As a result, an adverse determination in a judicial or administrative proceeding or failure to obtain necessary licenses could prevent us from manufacturing and selling our products, and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

1918

Extensive industry regulation has had, and will continue to have, a significant impact on our business, especially our product development, manufacturing and distribution capabilities.

All pharmaceutical companies are subject to extensive, complex, costly and evolving government regulation. For the U.S., this is principally administered by the FDA and to a lesser extent by the DEA and state government agencies, as well as by varying regulatory agencies in foreign countries where products or product candidates are being manufactured and/or marketed. The Federal Food, Drug and Cosmetic Act, the Controlled Substances Act and other federal statutes and regulations, and similar foreign statutes and regulations, govern or influence the testing, manufacturing, packing, labeling, storing, record keeping, safety, approval, advertising, promotion, sale and distribution of our products.

Under these regulations, we may become subject to periodic inspection of our facilities, procedures and operations and/or the testing of our products by the FDA, the DEA and other authorities, which conduct periodic inspections to confirm that we are in compliance with all applicable regulations. In addition, the FDA and foreign regulatory agencies conduct pre-approval and post-approval reviews and plant inspections to determine whether our systems and processes are in compliance with GMP and other regulations. Following such inspections, the FDA or other agency may issue observations, notices, citations and/or warning letters that could cause us to modify certain activities identified during the inspection. FDA guidelines specify that a warning letter is issued only for violations of “"regulatory significance”" for which the failure to adequately and promptly achieve correction may be expected to result in an enforcement action. We may also be required to report adverse events associated with our products to the FDA and other regulatory authorities. Unexpected or serious health or safety concerns would result in labeling changes, recalls, market withdrawals or other regulatory actions.

The range of possible sanctions includes, among others, FDA issuance of adverse publicity, product recalls or seizures, fines, total or partial suspension of production and/or distribution, suspension of the FDA’'s review of product applications, enforcement actions, injunctions, and civil or criminal prosecution. Any such sanctions, if imposed, could have a material adverse effect on our business, operating results, financial condition and cash flows. Under certain circumstances, the FDA also has the authority to revoke previously granted drug approvals. Similar sanctions as detailed above may be available to the FDA under a consent decree, depending upon the actual terms of such decree. If internal compliance programs do not meet regulatory agency standards or if compliance is deemed deficient in any significant way, it could materially harm our business.

The product would be licensed for sale in the EU through an EC certification process, frequently shorthanded as “"CE Mark”" under the IVDD 98/79/EC. It is possible that general controls are sufficient and a conformity assessment of a QMS would be sufficient to support clinical testing in the EU. If a Notified Body must be used, the CE Marking process has two stages: a certification of the manufacturer’'s QMS (ability to safely develop devices) and the certification of the device performance and safety itself. Regulatory approval may be delayed, limited or denied for a number of reasons, including insufficient clinical data, the product not meeting safety or efficacy requirements or any relevant manufacturing processes or facilities not meeting applicable requirements.

Further trials and other costly and time-consuming assessments of the product may be required to obtain or maintain regulatory approval. We may be required to conduct additional trials beyond those currently planned, which could require significant time and expense.

The diagnostic industry is highly competitive.

The diagnostic industry has an intensely competitive environment that will require an ongoing, extensive search for technological innovations and the ability to market products effectively, including the ability to communicate the effectiveness, safety and value of products to healthcare professionals in private practice, group practices and payers in managed care organizations, group purchasing organizations and Medicare & Medicaid services. We are smaller than almost all of our competitors. Most of our competitors have been in business for a longer period of time than us, have a greater number of products on the market and have greater financial and other resources than we do. Furthermore, recent trends in this industry are toward further market consolidation of large drug companies into a smaller number of very large entities, further concentrating financial, technical and market strength and increasing competitive pressure in the industry. If we directly compete with them for the same markets and/or products, their financial strength could prevent us from capturing a profitable share of those markets. It is possible that developments by our competitors will make any products or technologies that we acquire non-competitive or obsolete.

Even if our product candidates receive regulatory approval, they may still face future development and regulatory difficulties.

Even if U.S. regulatory approval or clearance is obtained, the FDA can impose significant restrictions on a product’'s indicated uses or marketing or may impose ongoing requirements for potentially costly post-approval studies. Any of these restrictions or requirements could adversely affect our potential product revenues. Our product candidates will also be subject to ongoing FDA requirements for the labeling, packaging, storage, advertising, promotion, record-keeping and submission of safety and other post-market information on the drug. In addition, approved products, manufacturers and manufacturers’' facilities are subject to continual review and periodic inspections. If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, a regulatory agency may impose restrictions on that product or us, including requiring withdrawal of the product from the market. If our product candidates fail to comply with applicable regulatory requirements, such as current Good Manufacturing Practices, or “"CGMPs”", a regulatory agency may:

	•	issue warning letters or untitled letters;
	•	require us to enter into a consent decree, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance;
	•	impose other civil or criminal penalties;
	•	suspend regulatory approval;
	•	suspend any ongoing clinical trials;
	•	refuse to approve pending applications or supplements to approved applications filed by us;
	•	impose restrictions on operations, including costly new manufacturing requirements; or
	•	seize or detain products or require a product recall.

Our commercialization efforts will be greatly dependent upon our ability to demonstrate product efficacy in clinical trials. Laboratories will be reluctant to order our products, and medical practitioners will be reluctant to prescribe our products, without compelling supporting data. The failure to demonstrate efficacy in our clinical trials, or a delay or failure to complete our clinical trials, would have a material adverse effect on our business, prospects, financial condition and operating results.

Our failure to convince medical practitioners to use our technologies will limit our revenue and profitability.

If we, or our commercialization partners, fail to convince medical practitioners to prescribe products using our technologies, we will not be able to sell our products or license our technologies in sufficient volume for our business to become profitable. We will need to make leading physicians aware of the benefits of products using our technologies through published papers, presentations at scientific conferences and favorable results from our clinical studies. Our failure to be successful in these efforts would make it difficult for us to convince medical practitioners to prescribe products using our technologies for their patients. Failure to convince medical practitioners to prescribe our products will damage our commercialization efforts and would have a material adverse effect on our business, prospects, financial condition and operating results.

2120

We may not be able to market or generate sales of our products to the extent anticipated.

Assuming that we are successful in receiving regulatory clearances to market any of our products, our ability to successfully penetrate the market and generate sales of those products may be limited by a number of factors, including the following:

	•	Certain of our competitors in the field have already received regulatory approvals for and have begun marketing similar products, which may result in greater physician awareness of their products as compared to ours;
	•	Information from our competitors or the academic community indicating that current products or new products are more effective than our products could, if and when it is generated, impede our market penetration or decrease our existing market share;
	•	The price for our products, as well as pricing decisions by our competitors, may have an effect on our revenues; and
	•	Our revenues may diminish if third-party payers, including private health coverage insurers and health maintenance organizations, do not provide adequate coverage or reimbursement for our products.

If any of our future marketed products were to experience problems related to their efficacy, safety, or otherwise, or if new, more effective treatments were to be introduced, our revenues from such marketed products could decrease.

If any of our current or future marketed products become the subject of problems, including those related to, among others:

	•	efficacy or safety concerns with the products, even if not justified;
	•	regulatory proceedings subjecting the products to potential recall;
	•	publicity affecting doctor prescription or patient use of the product;
	•	pressure from competitive products; or
	•	introduction of more effective tests.

Our revenues from such marketed products could decrease. For example, efficacy or safety concerns may arise, whether or not justified, that could lead to the recall or withdrawal of such marketed products. In the event of a recall or withdrawal of a product, our revenues would significantly decline.

Risks Relating to our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 500,000,000 shares of common stock with a par value of $0.001 per share and 20,000,000 shares of preferred stock with a par value of $0.001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more companies or products and to fund our overhead and general operating requirements. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

22Trading of our stock is restricted by the Securities Exchange Commission's penny stock regulations, which may limit a stockholder's ability to buy and sell our common stock.

~~Trading~~The Securities and Exchange Commission has adopted regulations which generally define "penny stock" to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of ~~our~~less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock isrules, ~~restricted~~which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and "accredited investors". The term "accredited investor" refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission’s, which provides information about penny stocks and the nature and level of risks in the penny stock ~~regulations~~market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, ~~which~~the ~~may~~compensation ~~limit~~of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer's account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer's confirmation. In addition, the penny stock rules require that prior to a ~~stockholder’~~transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser's written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to ~~buy~~trade our securities. We believe that the penny stock rules discourage investor interest in and ~~sell~~limit the marketability of our common stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock. 21

FINRA sales practice requirements may also limit a stockholder’'s ability to buy and sell our stock.

In addition to the “"penny stock”" rules described above, the Financial Industry Regulatory Authority (known as “"FINRA”") has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’'s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Although our common stock is currently listed for quotation on the OTC Markets Pink Sheets, there is no market for our common stock. Even when a market is established and trading begins, trading through the OTC Markets Pink Sheets is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’'s price. This may never happen and investors may lose all of their investment in our company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On ~~April~~August 121, 2019, wethe ~~sold~~Company ~~618,985~~granted ~~shares of common stock at~~ a ~~price~~ oftotal ~~US$0.20 per share for gross proceeds~~ of ~~US$123~~525,~~797.~~000 ~~We issued the shares of common~~ stock options to ~~one~~two Uemployees.S. ~~person~~The instock ~~reliance~~options ~~upon~~are ~~Rule~~exercisable ~~506~~at ~~of Regulation~~an Dexercise price of ~~the~~$0.20 ~~Securities~~per ~~Act~~share ofuntil ~~1933,~~August ~~as amended~~1, ~~and~~2026 subject to ~~two non-U~~vesting provisions.S. ~~persons~~One ~~(as~~third ~~that term is defined in Regulation S~~ of the ~~Securities Act~~options ofwill ~~1933,~~vest ~~as amended) in an offshore transaction in which we relied~~ on ~~the~~ ~~registration~~each ~~exemption~~of ~~provided~~August ~~for~~1, in2020, ~~Regulation~~August S1, 2021 and~~/or~~ ~~Section~~August ~~4(2)~~1, ~~of the~~2022.

~~Securities~~On ~~Act~~September 20, 2019, the Company granted a total of ~~1933~~600,000 asstock ~~amended~~options to two consultants. The stock options are exercisable at an exercise price of $0.20 per share until September 20, 2024. One-third of the options vest immediately upon issuance and a further one-third vests on each of the first two anniversary dates of the grant.

OnAs ~~April~~at 12September 30, 2019, ~~pursuant~~the toCompany had $936,000 share subscription received for which the ~~Savicell~~shares ~~conversion~~had ~~and participation~~not ~~rights~~yet ~~agreement~~been issued. On October 25, ~~one~~2019, ~~investor~~we ofclosed ~~Savicell~~an ~~have~~equity ~~elected~~financing ~~to exchange~~in 89the ~~shares~~aggregate amount of ~~Savicell~~$1,012,000 ~~for~~which ~~common~~represented ~~shares~~a oftotal ~~the~~issuance ~~Company.~~of ~~The~~5,060,0000 ~~conversion resulted~~units inat an issuance price of ~~756,480~~$0.20 each. Each unit comprised one common ~~shares~~share atand aone ~~price~~non-transferable ~~per~~common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share for two years.

All the proceeds of the various financings were used for working capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

Exhibit Number	Description
(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1	License and Research Funding Agreement dated July 25, 2012 between Ramot at Tel Aviv University Ltd. and Savicell Diagnostic Ltd. (portions of the exhibit has been omitted pursuant to a request for confidential treatment) (incorporated by reference to an exhibit to a current report on Form 8-K filed July 16, 2013)
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to an exhibit to a registration statement on Form S-1 filed on August 10, 2010)
3.2	Bylaws (incorporated by reference to an exhibit to a registration statement on Form S-1 filed on August 10, 2010)
(10)	Material Contracts
10.1	Loan Terms Agreement dated February 13, 2012 with Ori Ackerman (incorporated by reference to an exhibit to a current report on Form 8-K filed February 13, 2012)
10.2	Form of Subscription Agreement for Non-US Subscribers (incorporated by reference to an exhibit to a current report on Form 8-K filed May 24, 2012)
10.3	Form of Subscription Agreement for US Subscribers (incorporated by reference to an exhibit to a current report on Form 8-K filed May 24, 2012)
10.4	Form of Shares for Debt Agreement for Canadian Subscribers (incorporated by reference to an exhibit to a current report on Form 8-K filed July 18, 2012)
10.5	Warrant Agreement dated July 25, 2012 between Savicell Diagnostic Ltd. and Ramot at Tel Aviv University Ltd. (incorporated by reference to an exhibit to a current report on Form 8-K filed August 19, 2013)
10.6	Employment Agreement with Giora Davidovits dated September 1, 2012 (incorporated by reference to an exhibit to a current report on Form 8-K filed September 19, 2012)
10.7	Form of Conversion and Participation Rights Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 1, 2012)
10.8	Employment Agreement with Eyal Davidovits dated October 30, 2012 (incorporated by reference to an exhibit to a current report on Form 8-K filed November 5, 2012)
10.9	Form of Debt Conversion Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 16, 2012)

2423

Exhibit Number	Description
10.3	Form of Subscription Agreement for US Subscribers (incorporated by reference to an exhibit to a current report on Form 8-K filed May 24, 2012)
10.4	Form of Shares for Debt Agreement for Canadian Subscribers (incorporated by reference to an exhibit to a current report on Form 8-K filed July 18, 2012)
10.5	Warrant Agreement dated July 25, 2012 between Savicell Diagnostic Ltd. and Ramot at Tel Aviv University Ltd. (incorporated by reference to an exhibit to a current report on Form 8-K filed August 19, 2013)
10.6	Employment Agreement with Giora Davidovits dated September 1, 2012 (incorporated by reference to an exhibit to a current report on Form 8-K filed September 19, 2012)
10.7	Form of Conversion and Participation Rights Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 1, 2012)
10.8	Employment Agreement with Eyal Davidovits dated October 30, 2012 (incorporated by reference to an exhibit to a current report on Form 8-K filed November 5, 2012)
10.9	Form of Debt Conversion Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 16, 2012)
10.10	Form of Offshore Debt Conversion Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 16, 2012)
10.11	Form of Canadian Debt Conversion Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 16, 2012)
10.12	Form of Debt Conversion Option Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed April 22, 2015)
10.13	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed April 22, 2015)
10.14	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed June 2, 2015)
10.15	Shares for Debt Acknowledgement and Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed June 2, 2015)
10.16	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed July 9, 2015)
10.17	Form of Board of Advisors Consulting Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed August 26, 2015)
10.18	Form of Stock Option Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed August 26, 2015)
10.19	Form of Convertible Note and Warrant Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed on April 13, 2018)
(21)	Subsidiaries
21.1	Savicell Diagnostic Ltd. our approximately 86.65% subsidiary incorporated in Israel
(31)	Rule 13a-14 Certifications
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Giora Davidovits
(32)	Section 1350 Certifications
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Giora Davidovits
(101)	XBRL
101.INS*	XBRL INSTANCE DOCUMENT
101.SCH*	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*Filed herewith.

2524

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

By /s/ Giora Davidovits Giora Davidovits Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

~~November~~/s/ 5,Giora ~~2019~~Davidovits

26Giora Davidovits

Chief Executive Officer, Chief Financial Officer,

President, Secretary, Treasurer and Director

(Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

November 25, 2019

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