UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended ~~March~~‘June 3130, 2022

For the three months ended ‘June ~~March 31~~30, 2022

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number 000-56026

TODOS MEDICAL LTD.

(Exact name of registrant as specified in its charter)

Israel		Not Applicable
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

121 Derech Menachem Begin, 30th Floor, Tel Aviv, 6701203 Israel

(Address of principal executive offices and Zip Code)

+972 (52) 642-0126

(Registrant’s telephone number, including area code)

(I.R.S. Employer Identification No.)

Securities registered pursuant to Section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act: None

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 ☒ 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 ☒ No ☐

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ☒

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer	☐	Accelerated filer	☐

Non-accelerated filer	☒	Smaller reporting company	☒

		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 ☒

As of ~~May~~August 1316, 2022, the registrant had 1,193,175,121 ordinary shares outstanding.

TODOS MEDICAL LTD.

FORM 10-Q

FOR THE QUARTER ENDED ~~MARCH~~‘JUNE 3130, 2022

TABLE OF CONTENTS

		Page No.
GENERAL AND WHERE YOU CAN FIND MORE INFORMATION		3
PART I FINANCIAL INFORMATION		F-1
ITEM 1.	FINANCIAL STATEMENTS (unaudited)	F-1
CONDENSED CONSOLIDATED BALANCE SHEETS – MARCH 31, 2022 AND DECEMBER 31, 2021		F-3
CONDENSED CONSOLIDATED BALANCE SHEETS – ‘JUNE 30, 2022 AND DECEMBER 31, 2021		F-3
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021		F-4
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS - THREE MONTHS ENDED ‘JUNE 30, 2022 AND ‘JUNE 30, 2021		F-4
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - MARCH 31, 2022 AND MARCH 31, 2021		F-5
CONDENSED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY - ‘JUNE 30, 2022 AND ‘JUNE 30, 2021		F-5
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - THREE MONTHS ENDED MARCH 31, 2022 AND MARCH 31, 2021		F-6
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - THREE MONTHS ENDED ‘JUNE 30, 2022 AND ‘JUNE 30, 2021		F-7
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS		F-89
ITEM 2.	MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	4
ITEM 3.	QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	1924
ITEM 4.	CONTROLS AND PROCEDURES	1924
PART II OTHER INFORMATION		2025
ITEM 1.	LEGAL PROCEEDINGS	2025
ITEM 1A.	RISK FACTORS	2025
ITEM 2.	UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS	2025
ITEM 3.	DEFAULTS UPON SENIOR SECURITIES	2025
ITEM 4.	MINE SAFETY DISCLOSURES	2025
ITEM 5.	OTHER INFORMATION	2126
ITEM 6.	EXHIBITS	2126
SIGNATURES		2330

Table of Contents

General and Where You Can Find Other Information

Unless otherwise indicated, all references to the “Company,” “we,” “our,” “Todos” and “Todos Medical” refer to Todos Medical Limited and its subsidiaries, Todos Medical USA, a Nevada corporation, Todos Medical Singapore Pte. Ltd., a Singaporean corporation, Corona Diagnostics, LLC, a Nevada limited liability company and a subsidiary of Todos Medical USA, Breakthrough Diagnostics Inc., a Nevada corporation, and 3CL Sciences Ltd., an Israeli corporation. References to “revenues” refer to net revenues. References to “U.S. dollars,” “dollars,” “U.S. $” and “$” are to the lawful currency of the United States of America, and references to “NIS” are to new Israeli shekels. All references to “shares” in this quarterly report on Form 10-Q refer to the pre-reverse split ordinary shares of Todos Medical Ltd., par value NIS 0.01 per share. As is discussed elsewhere in this annual report on Form 10-Q, on July 26, 2021, Todos’ shareholders approved a reverse split of its shares based upon a ratio to be determined by Todos’ management, and at their next annual meeting, Todos’ shareholders will be asked to approve an extension of the deadline for the reverse split.

Table of Contents

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

TODOS MEDICAL LTD.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~MARCH~~JUNE 3130, 2022

F-1

Table of Contents

TODOS MEDICAL LTD.

CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

AS OF ~~MARCH~~JUNE 3130, 2022

INDEX TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

	Page
Condensed Consolidated Balance Sheets	F-3
Condensed Consolidated Statements of Operations	F-4
Condensed Consolidated Statements of Changes in Shareholders’ Deficit	F-5
Condensed Consolidated Statements of Changes in Deficit	F-5
Condensed Consolidated Statements of Cash Flows	F-67 - F-78
Notes to Condensed Consolidated Financial Statements	F-89 - F-1920

F-2

Table of Contents

TODOS MEDICAL LTD.

CONDENSED CONSOLIDATED BALANCE SHEETS

(U.S. dollars in thousands except share and per share amounts)

	As of March 31,			As of December 31,
	As of June 30,			As of December 31,
	2022			2021
	Unaudited
ASSETS
Current assets:
Cash and cash equivalents	$	7417		$	189
Trade receivables, net		1,485			2,520
Trade receivables		1,390			2,520
Inventories		1,~~642~~524			1,603
Other current assets		~~841~~875			404
Total current assets		43,~~042~~806			4,716
Non-current assets:
Investment in affiliated companies, net		40			40
Investment in other company		455			455
Property and equipment, net		21,~~113~~731			2,045
Right of use asset arising from operating lease		~~123~~102			143
Goodwill		56,~~594~~216			6,216
Intangible assets		1,~~350~~500			1,500
Total non-current assets		910,~~675~~044			10,399
Total assets	$	13,~~717~~850		$	15,115
LIABILITIES AND SHAREHOLDERS’ DEFICIT
Current liabilities:
Receivables financing facility, net	$	895		$	-
Revolving line of credit	$	1,268		$	-
Loans, net		23,~~708~~582			2,023
Accounts payable		3,~~299~~432			2,276
Other current liabilities		3,~~501~~572			4,284
Liability for minimum royalties		~~417~~466			377
Total current liabilities		1012,~~820~~320			8,960
Non-current liabilities:
Convertible bridge loans, net		2730,~~028~~463			25,406
Fair value of bifurcated convertible feature of convertible bridge loans		~~187~~4			4,182
Operating lease liability		~~118~~93			141
Deferred taxes		~~284~~315			315
Liability for minimum royalties		~~196~~206			183
Other non-current liabilities		245			140
Total non-current liabilities		2831,~~058~~326			30,367
Shareholders’ deficit:
Ordinary Shares of NIS 0.01 par value each:
Authorized: 5,000,000,000 shares at March 31, 2022 and December 31, 2021; Issued and outstanding: 1,140,376,586 shares and 975,644,432 shares at March 31, 2022 and December 31, 2021, respectively		3,423			2,913
Authorized: 5,000,000,000 shares at June 30, 2022 and December 31, 2021; Issued and outstanding: 1,193,175,121 shares and 975,644,432 shares at June 30, 2022 and December 31, 2021, respectively		3,557			2,913
Additional paid-in capital		6971,~~599~~007			63,470
Accumulated deficit		(98104,~~183~~966	)		(90,595	)
Total shareholders’ deficit		(2530,~~161~~402	)		(24,212	)
Total liabilities and shareholders’ deficit	$	13,717		$	15,115
Non-controlling interests		606			-
Total deficit		(29,796	)		(24,212	)
Total liabilities and deficit	$	13,850		$	15,115

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-3

Table of Contents

TODOS MEDICAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(U.S. dollars in thousands except share and per share amounts)

	Three months period ended March 31,
	Six months period ended June 30,						Three months period ended June 30,
	2022			2021			2022			2021
	Unaudited						Unaudited
Revenues	$	24,~~199~~378		$	56,~~031~~763		$	2,179		$	1,732
Cost of revenues		(12,~~317~~341	)		(34,~~235~~148	)		(1,024	)		(913	)
Gross profit		~~882~~2,037			12,~~796~~615			1,155			819
Research and development expenses		(~~442~~455	)		(~~713~~643	)		(13	)		(239	)
Sales and marketing expenses		(1,~~081~~828	)		(1,~~358~~958	)		(748	)		(599	)
General and administrative expenses		(35,~~476~~882	)		(13,~~562~~204	)		(2,406	)		(1,643	)
Operating loss		(46,~~117~~128	)		(13,~~837~~190	)		(2,012	)		(1,662	)
Financing expenses, net		(3,471	)		(15,654	)
Financing income (expenses), net		(7,876	)		(10,485	)		(4,404	)		5,171
Share in losses of affiliated companies accounted for under equity method, net		-			(66	)
Other losses		(396	)		-			(396	)		-
Net loss	$	(7,588	)	$	(17,557	)
Share in losses of affiliated companies, net		-			(492	)		-			(119	)
Basic net loss per share	$	(0.01	)	$	(0.04	)
Net income (loss)	$	(14,400	)	$	(14,167	)	$	(6,812	)	$	3,390
Diluted net loss per share	$	(0.01	)	$	(0.04	)
Less: net loss attributable to non-controlling interests		29			-			29			-
Weighted average number of ordinary shares outstanding attributable to ordinary shareholders used in computation of basic net loss per share		1,036,898,212			462,650,478
Net loss attributable to the Company	$	(14,371	)	$	(14,167	)	$	(6,783	)	$	3,390
Weighted average number of ordinary shares outstanding attributable to ordinary shareholders used in computation of diluted net loss per share		1,036,898,212			464,214,552
Basic and diluted net income (loss) per share attributable to Company’s stockholders’	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	0.01
Weighted average number of ordinary shares outstanding used in computation of basic and diluted net loss per share		1,116,789,086			585,225,006			1,200,153,687			575,898,572

~~F-4~~The accompanying notes are an integral part of these condensed consolidated financial statements.

~~Table of Contents~~F-4

~~TODOS MEDICAL~~Table ~~LTD.~~of Contents

~~CONDENSED~~TODOS ~~CONSOLIDATED~~MEDICAL ~~STATEMENTS OF CHANGES IN SHAREHOLDERS’ DEFICIT~~LTD.

~~(U.S.~~CONDENSED ~~dollars~~CONSOLIDATED inSTATEMENTS ~~thousands~~OF ~~except~~CHANGES ~~share~~IN ~~and per share amounts)~~DEFICIT

	Ordinary shares				Additional paid-in			Accumulated			Total Shareholders’
	Shares		Amount		capital			deficit			deficit
Balance as of December 31, 2021		975,644,432	$	2,913	$	63,470		$	(90,595	)	$	(24,212	)
Changes during the three months period ended March 31, 2022:
Partial conversion of convertible loans into ordinary shares		49,620,690		152		1,652			-			1,804
Partial conversion of convertible bridge loans into ordinary shares		97,611,464		305		2,962			-			3,267
Conversion of warrants into ordinary shares		16,000,000		49		(49	)		-			-
Stock-based compensation to employees and directors		-		-		857			-			857
Issuance of ordinary shares to service providers		1,500,000		4		707			-			711
Net loss for the period		-		-		-			(7,588	)		(7,588	)
Balance as of March 31, 2022 (unaudited)		1,140,376,586		3,423		69,599			(98,183	)		(25,161	)

(U.S. dollars in thousands except share and per share amounts)

	Ordinary shares				Additional paid-in			Accumulated			Total Shareholders’
	COMPANY STOCKHOLDERS
	Shares		Amount		capital			deficit			deficit
	Ordinary shares				Additional paid-in			Accumulated			Total stockholders’			Non- controlling		Total
Balance as of December 31, 2020		376,335,802	$	1,059	$	35,211		$	(47,281	)	$	(11,011	)
	Shares		Amount		capital			deficit			deficit			interests		deficit
Changes during the three months period ended March 31, 2021:
Balance as of December 31, 2021		975,644,432	$	2,913	$	63,470		$	(90,595	)	$	(24,212	)		-	$	(24,212	)
Issuance of ordinary shares as settlement of previous commitments		2,500,000		8		(8	)		-			-
Changes during the three months period ended March 31, 2022:
Partial conversion of convertible bridge loans into ordinary shares		134,358,817		409		6,461			-			6,870
Issuance of ordinary shares for call option to acquire potential acquiree		49,620,690		152		1,652			-			1,804			-		1,804
Issuance of ordinary shares upon modification of terms relating to convertible straight loan transaction		2,000,000		6		82			-			88
Partial conversion of convertible bridge loans into ordinary shares		97,611,464		305		2,962			-			3,267			-		3,267
Issuance of stock warrants as part of convertible bridge loan received		-		-		792			-			792
Conversion of warrants into ordinary shares		16,000,000		49		(49	)		-			-			-		-
Issuance of ordinary shares in exchange for equity line received		5,229,809		16		239			-			255
Stock-based compensation to employees and directors		-		-		887			-			887			-		887
Issuance of ordinary shares as collateral for loan repayment		20,000,000		61		809			-			870
Issuance of ordinary shares to service providers		1,500,000		4		707			-			711			-		711
Issuance of ordinary shares or commitment for issuance of fixed number of ordinary shares to service providers		11,921,053		36		30			-			66
Sale of subsidiary shares to non-controlling interests		-		-		75			-			75			635		710
Stock-based compensation to employees and directors		-		-		169			-			169
Net loss for the period		-		-		-			(7,588	)		(7,588	)		-		(7,588	)
Net loss for the period		-		-		-			(17,557	)		(17,557	)
Balance as of March 31, 2022 (unaudited)		1,140,376,586		3,423		69,704			(98,183	)		(25,056	)		635		(24,421	)
Balance as of March 31, 2021 (unaudited)		552,345,481		1,595		43,785			(64,838	)		(19,458	)
Changes during the three months period ended June 30, 2022:
Issuance of ordinary shares as partial settlement of financial liability		11,160,714		35		165			-			200					200
Partial conversion of convertible bridge loans into ordinary shares		15,625,000		16		202			-			218					218
Issuance of shares in acquisition of an assets		24,000,000		77		319			-			396					396
Stock-based compensation to employees and directors		-		-		228			-			228					228
Issuance of ordinary shares to service providers		2,012,821		6		389			-			395					395
Net loss for the period		-		-		-			(6,783	)		(6,783	)		(29)		(6,812	)
Balance as of June 30, 2022 (unaudited)		1,193,175,121		3,557		71,007			(104,966	)		(30,402	)		606		(29,796	)

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-5

Table of Contents

TODOS MEDICAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF ~~CASH~~CHANGES ~~FLOWS~~IN DEFICIT

(U.S. dollars in thousands except share and per share amounts)

	Three months period ended March 31,
	COMPANY STOCKHOLDERS
	2022			2021
	Ordinary shares						Additional paid-in			Accumulated			Total Shareholders’
	Unaudited			Unaudited
	Shares			Amount			capital			deficit			deficit
Cash flows from operating activities:
Balance as of December 31, 2020		376,335,802		$	1,059		$	35,211		$	(47,281	)	$	(11,011	)
Net loss	$	(7,588	)	$	(17,557	)
Changes during the three months period ended March 31, 2021:
Adjustments required to reconcile net loss to net cash used in operating activities:
Issuance of ordinary shares as settlement of previous commitments		2,500,000			8			(8	)		-			-
Depreciation		197			156
Partial conversion of convertible bridge loans into ordinary shares		134,358,817			409			6,461			-			6,870
Interest on revolving credit line		597			-
Issuance of ordinary shares upon modification of terms relating to convertible straight loan transaction		2,000,000			6			82			-			88
Liability for minimum royalties		54			12
Issuance of stock warrants as part of convertible bridge loan received		-			-			792			-			792
Stock-based compensation		1,568			235
Issuance of ordinary shares in exchange for equity line received		5,229,809			16			239			-			255
Modification of terms relating to straight loan transaction		-			(6	)
Issuance of ordinary shares as collateral for loan repayment		20,000,000			61			809			-			870
Share in losses of affiliated company		-			66
Issuance of ordinary shares or commitment for issuance of fixed number of ordinary shares to service providers		11,921,053			36			30			-			66
Direct and incremental issuance costs allocated to conversion feature of convertible bridge loan		-			169
Stock-based compensation to employees and directors		-			-			169			-			169
Change in fair value, amortization of discounts and accrued interest on convertible bridge loans		6,127			15,033
Net loss for the period		-			-			-			(17,557	)		(17,557	)
Amortization of discounts and accrued interest on straight loans		164			861
Balance as of March 31, 2021 (unaudited)		552,345,481			1,595			43,785			(64,838	)		(19,458	)
Change in fair value of derivative warrants liability and fair value of warrants expired		-			(201	)
Changes during the three months period ended June 30, 2021:
Change in fair value of liability related to conversion feature of convertible bridge loans		(3,431	)		(977	)
Partial conversion of convertible bridge loans into ordinary shares		55,415,011			170			1,606			-			1,776
Decrease (increase) in trade receivables		1,035			(41	)
Issuance of stock warrants as part of convertible bridge loan received		-			-			3,430			-			3,430
Increase in inventories		(38	)		(1,054	)
Stock-based compensation to service providers		-			-			21			-			21
Decrease (increase) in other current assets		(294	)		670
Commitment to issue shares in acquisition of subsidiary		-			-			1,699			-			1,699
Increase (decrease) in accounts payable		1,024			(389	)
Stock-based compensation to employees and directors		-			-			143			-			143
Decrease in deferred revenues		-			(844	)
Net income for the period		-			-			-			3,390			3,390
Increase (decrease) in other current liabilities		(678	)		687
Net income (loss)		-			-			-			3,390			3,390
Net cash used in operating activities		(1,263	)		(3,180	)
Balance as of June 30, 2021 (unaudited)		607,760,492			1,765			50,684			(61,448	)		(8,999	)
Cash flows from investing activities:
Purchase of property and equipment		(244	)		(658	)
Investment in other companies		-			(231	)
Net cash used in investing activities		(244	)		(889	)
Cash flows from financing activities:
Proceeds from straight loans, net		725			1,677
Proceeds (repayment) of Receivables financing facility		879			(1,056	)
Repayment of straight loans		(189	)		(941	)
Repayment of convertible bridge loans		-			(677	)
Proceeds from issuance of units consisting of convertible bridge loans, stock warrants and shares, net		-			4,012
Repayments of right of use asset arising from operating leases		(23	)		-
Proceeds from issuance of ordinary shares through equity line		-			255
Net cash provided by financing activities		1,392			3,270
Change in cash, cash equivalents		(115	)		(799	)
Cash, cash equivalents at beginning of period		189			935
Cash, cash equivalents at end of period	$	74		$	136

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-6

Table of Contents

TODOS MEDICAL LTD.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS ~~(Cont.)~~

(U.S. dollars in thousands)

	Three months period ended March 31,
	Six months period ended June 30,
	2022			2021
	Unaudited			Unaudited
Cash flows from operating activities:	Unaudited			Unaudited
Supplemental disclosure of non-cash activities:
Net loss	$	(14,400	)	$	(14,167	)
Purchasing of property and equipment included in accounts payable		-			95
Adjustments required to reconcile net loss to net cash used in operating activities:
Issuance of ordinary shares as collateral for loan repayment		-			870
Depreciation and amortization		358			356
Partial conversion of convertible bridge loans and liability related to conversion feature of convertible bridge loans into ordinary shares		5,070			6,870
Impairment of investment in a subsidiary		396			-
Issuance of stock warrants as part of convertible bridge loan received		-			792
Interest on short term loans and revolving credit line		547			-
Issuance of ordinary shares upon modification of terms relating to convertible straight loan transaction		-			88
Sale of subsidiary shares to non-controlling interests		635			-
Liability for minimum royalties		114			24
Stock-based compensation		2,221			399
Modification of terms relating to straight loan transaction		-			88
Share in losses of affiliated company		-			492
Change in fair value, amortization of discounts and accrued interest on convertible bridge loans		9,779			13,648
Amortization of discounts and accrued interest on straight loans		-			653
Change in fair value of derivative warrants liability and fair value of warrants expired		-			(294	)
Change in fair value of liability related to conversion feature of convertible bridge loans		(3,614	)		(4,307	)
Decrease (increase) in trade receivables		1,129			(1,168	)
Increase in inventories		79			(1,348	)
Decrease (increase) in other current assets		(468	)		712
Increase (decrease) in accounts payable		1,262			(481	)
Decrease in deferred revenues		-			(857	)
Increase (decrease) in other current liabilities		(513	)		260
Operating lease liability		(48	)		-
Net cash used in operating activities		(2,523	)		(5,990	)
Cash flows from investing activities:
Purchase of property and equipment		(3	)		(770	)
Cash used in purchased of subsidiary		-			(1,176	)
Investment in other companies		-			(635	)
Net cash used in investing activities		(3	)		(2,581	)
Cash flows from financing activities:
Proceeds from straight loans and revolving credit line		3,974			1,850
Repayment of Receivables financing facility					(1,249	)
Repayment of straight loans		(1,620	)		(1,058	)
Repayment of convertible bridge loans					(2,166	)
Proceeds from issuance of units consisting of convertible bridge loans, stock warrants and shares, net					10,312
Proceeds from issuance of ordinary shares through equity line					255
Net cash provided by financing activities		2,354			7,944
Change in cash, cash equivalents		(172	)		(627	)
Cash, cash equivalents at beginning of period		189			935
Cash, cash equivalents at end of period	$	17		$	308

The accompanying notes are an integral part of these condensed consolidated financial statements.

F-7

Table of Contents

TODOS MEDICAL LTD.

~~NOTES TO~~ CONDENSED CONSOLIDATED ~~FINANCIAL~~ STATEMENTS OF CASH FLOWS (Cont.)

(U.S. dollars in thousands)

NOTE 1 - GENERAL

	Six months period ended June 30,
	2022		2021
	Unaudited		Unaudited
Supplemental disclosure of non-cash activities:

Issuance of warrants as part of bridge loan transactions		-		3,430
Partial conversion of convertible bridge loans and liability related to conversion feature of convertible bridge loans into ordinary shares		3,483		8,646
Issuance of ordinary shares for call option to acquire potential acquiree		1,804
Issuance of stock warrants as part of convertible bridge loan received		-		870
Issuance of ordinary shares upon modification of terms relating to convertible straight loan transaction		-		792
Sale of subsidiary shares to non-controlling interests		635		-
Shares issued in settlement of a financial liability		200		-
Issuance of shares upon acquisition of an asset		396		-

Cash used in purchase of subsidiary consolidated for the first time:
Working capital (excluding cash and cash equivalents)				(18	)
Fixed assets				183
Long term assets				3
Net assets acquired				168
Goodwill acquired				7,761
Intangible assets acquired				1,500
Second cash installment payable				(1,250	)
Consideration in convertible promissory note				(4,989	)
Consideration in Shares				(1,699	)
Deferred tax liability				(315	)
Net cash used in purchase of subsidiary consolidated for the first time				1,176

A.The accompanying ~~Operations~~notes are an integral part of these condensed consolidated financial statements.

~~Todos Medical Ltd. (the “Company” or “Todos”) was incorporated under the laws of the State of Israel and commenced its operations on April 22, 2010. The Company engineers life~~F-saving diagnostic solutions for the early detection of a variety of cancers. The Company’s patented Todos Biochemical Infrared Analyses (TBIA) is a proprietary cancer-screening technology using peripheral blood analysis that deploys deep examination into cancer’s influence on the immune system, looking for biochemical changes in blood mononuclear cells and plasma. Todos’ two internally developed cancer-screening tests, TMB-1 and TMB-2, have received a CE mark in Europe.8

~~Todos is~~Table ~~also developing blood tests for the early detection~~ of neurodegenerative disorders, such as Alzheimer’s disease. The Lymphocyte Proliferation Test (LymPro Test™) is a diagnostic blood test that determines the ability of peripheral blood lymphocytes (PBLs) and monocytes to withstand an exogenous mitogenic stimulation that induces them to enter the cell cycle. LymPro is unique in the use of peripheral blood lymphocytes as a surrogate for neuronal cell function, suggesting a common relationship between PBLs and neurons in the brain.Contents

~~Commencing~~TODOS ~~2020,~~MEDICAL ~~the Company through its U~~LTD.S. subsidiary (Corona Diagnostics, LLC) has entered into several distribution agreements with other companies to distribute certain novel coronavirus (COVID-19) test kits. The agreements cover multiple international suppliers of PCR testing kits and related materials and supplies, as well as antibody testing kits from multiple third-party manufacturers after completing validation of said testing kits and supplies in certified laboratory in the United States.

~~Additionally,~~NOTES ~~during~~TO ~~2021,~~CONDENSED ~~upon~~CONSOLIDATED ~~completion~~FINANCIAL ofSTATEMENTS the Share Purchase Agreement for the purchase of Provista Diagnostics, Inc. (see below), the Company, through Provista Diagnostics, Inc. provide diagnostic testing laboratory services currently performing COVID-19 PCR testing, primarily for the medical and entertainment industries.

~~In December 2020, the Company announced the commercial launch of its proprietary 3CL protease inhibitor dietary supplement Tollovid™~~(U. ~~Tollovid, a mix of botanical extracts, is being targeted to support healthy immune function against circulating coronaviruses~~S. ~~Tollovid~~ ~~was~~dollars ~~granted a Certificate of Free Sale by the US Food and Drug Administration (FDA)~~ in August 2020, allowing its commercial sale anywhere in the United States. In May 2021, the FDA granted the Company a new Certificate of Free Sale for a second dosing regimen for Tollovid™ as a dietary supplement, under which the Company is authorized to market Tollovid with a dosing regimen of 60 pills over a five-day period, equivalent to 12 pills per day.thousands)

OnNOTE ~~March~~1 ~~11,~~- 2022, we entered into a Share Purchase Agreement with 3CL Sciences Ltd. (“3CL”) and NLC Pharma Ltd. (“NLC”), pursuant to which we will acquire 52% of the issued and outstanding shares of 3CL and NLC will acquire 48% of the issued and outstanding shares of 3CL (the “Share Purchase Agreement”). Immediately prior to entering into the Share Purchase Agreement, NLC conveyed to 3CL all of the therapeutic, diagnostic, dietary supplement and pharmaceutical assets from NLC that relate to 3CL protease biology (which is used in the development, manufacture, sale and distribution of Tollovid™ and Tollovir™).GENERAL

In consideration of the 3CL shares being issued to us, we undertook to raise $10,000 for 3CL and committed to issue to NLC $3,800 worth of our ordinary shares, based upon the closing price for our ordinary shares the day before the closing of the Share Purchase AgreementA. The Company and NLC agreed to identify a seasoned biopharmaceutical CEO to run 3CL going forward. The board of directors of 3CL Sciences will be made up of five (5) individuals: three (3) appointed by the Company and two (2) appointed by NLC. We anticipate that the Share Purchase Agreement will close during the second quarter of 2022, subsequent to the date on which these unaudited condensed consolidated financial statements were issued.Operations

~~Revenues~~Todos ofMedical Ltd. (the ~~year~~“Company” ~~ended~~or ~~March~~“Todos”) ~~31,~~was ~~2022,~~incorporated ~~resulted~~under ~~from~~the ~~sales~~laws of ~~COVID-19~~the ~~related~~State ~~products,~~of ~~testing~~Israel ~~kits~~ and ~~dietary~~commenced its ~~supplement~~operations on April 22, ~~Tollovid™~~ 2010. ~~Through~~The ~~March~~Company ~~31,~~engineers ~~2022,~~life-saving diagnostic solutions for the early detection of a variety of cancers. The Company’s ~~has~~patented ~~not~~Todos ~~yet~~Biochemical ~~generated~~Infrared ~~any~~Analyses ~~revenue~~(TBIA) ~~from~~is ~~its~~a proprietary cancer-screening technology using peripheral blood analysis that deploys deep examination into cancer’s influence on the immune system, looking for biochemical changes in blood mononuclear cells and plasma. Todos’ two internally developed cancer-screening tests, TMB-1 and TMB-2, orhave received a CE mark ~~LymPro~~in ~~Test™~~Europe.

~~F-8~~Todos is also developing blood tests for the early detection of neurodegenerative disorders, such as Alzheimer’s disease. The Lymphocyte Proliferation Test (LymPro Test™) is a diagnostic blood test that determines the ability of peripheral blood lymphocytes (PBLs) and monocytes to withstand an exogenous mitogenic stimulation that induces them to enter the cell cycle. LymPro is unique in the use of peripheral blood lymphocytes as a surrogate for neuronal cell function, suggesting a common relationship between PBLs and neurons in the brain.

~~Table~~Commencing 2020, the Company through its U.S. subsidiary (Corona Diagnostics, LLC) has entered into several distribution agreements with other companies to distribute certain novel coronavirus (COVID-19) test kits. The agreements cover multiple international suppliers of ~~Contents~~PCR testing kits and related materials and supplies, as well as antibody testing kits from multiple third-party manufacturers after completing validation of said testing kits and supplies in certified laboratory in the United States.

~~TODOS~~Additionally, ~~MEDICAL~~during ~~LTD~~2021, upon completion of the Share Purchase Agreement for the purchase of Provista Diagnostics, Inc. (see below), the Company, through Provista Diagnostics, Inc. provide diagnostic testing laboratory services currently performing COVID-19 PCR testing, primarily for the medical and entertainment industries.

~~NOTES~~In TODecember ~~CONDENSED~~2020, ~~CONSOLIDATED~~the ~~FINANCIAL~~Company ~~STATEMENTS~~announced the commercial launch of its proprietary 3CL protease inhibitor dietary supplement Tollovid™. Tollovid, a mix of botanical extracts, is being targeted to support healthy immune function against circulating coronaviruses. Tollovid was granted a Certificate of Free Sale by the US Food and Drug Administration (FDA) in August 2020, allowing its commercial sale anywhere in the United States. In May 2021, the FDA granted the Company a new Certificate of Free Sale for a second dosing regimen for Tollovid™ as a dietary supplement, under which the Company is authorized to market Tollovid with a dosing regimen of 60 pills over a five-day period, equivalent to 12 pills per day.

On March 11, 2022, the Company entered into a Share Purchase Agreement with 3CL Sciences Ltd. (U“3CL”) and NLC Pharma Ltd.S (“NLC”), pursuant to which Todos will acquire 52% of the issued and outstanding shares of 3CL and NLC will acquire 48% of the issued and outstanding shares of 3CL (the “Share Purchase Agreement”). Immediately prior to the closing of the ~~dollars~~Share Purchase Agreement, NLC will conveye to 3CL all of the therapeutic, diagnostic, dietary supplement and pharmaceutical assets from NLC that relate to 3CL protease biology (which is used in ~~thousands~~the development, ~~except~~manufacture, ~~shares~~sale ~~amounts~~and distribution of Tollovid™ and Tollovir™).

BIn consideration of the 3CL shares to be issued to the Company, Todos undertook to raise $8,000 for 3CL and committed to pay $2,000 to NLC and to issue to NLC $3,800 worth of the Company’s ordinary shares, based upon the closing price for our ordinary shares the day before the closing of the Share Purchase Agreement. ~~Foreign~~The ~~operations~~Company and NLC agreed to identify a seasoned biopharmaceutical CEO to run 3CL going forward. The board of directors of 3CL Sciences will be made up of five (5) individuals: three (3) appointed by the Company and two (2) appointed by NLC. The Company anticipate that the Share Purchase Agreement will close during the second half of 2022, subsequent to the date on which these unaudited condensed consolidated financial statements are issued.

1Revenues of the six months ended June 30, 2022, resulted from sales of COVID-19 related products, testing kits and dietary supplement, Tollovid™ . ~~Todos~~Through ~~Medical~~June ~~(Singapore)~~30, ~~Pte~~2022, ~~Ltd~~the Company has not yet generated any revenue from its developed cancer-screening tests TMB-1 and TMB-2 or LymPro Test™.

On January 27, 2016, the Company incorporated a wholly owned subsidiary in Singapore under the name of Todos Medical (Singapore) Pte Ltd. (“Todos Singapore”) for the purpose of advancing clinical trials of the Company’s core technology for breast cancer in Southeast Asia. As of March 31, 2022, Todos Singapore has not yet commenced its business operations.F-9

2.Table ~~Todos~~of ~~Medical USA~~Contents

InTODOS ~~January~~MEDICAL ~~2020, the Company incorporated a U~~LTD.S. subsidiary named Todos Medical USA (“Todos U.S.”) for the purpose of conducting business as medical importer and distributor focused on the distribution of the Company’s testing products and services to customers in the North America and Latin America .

3.NOTES TO ~~Corona~~CONDENSED ~~Diagnostics,~~CONSOLIDATED ~~LLC~~FINANCIAL STATEMENTS

~~In April 2020, the Company incorporated a~~ (U.S. ~~subsidiary named Corona Diagnostics, LLC (“Corona Diagnostics”) for the purpose~~ ofdollars ~~marketing COVID-19 related products~~ in ~~the~~thousands, ~~United~~except ~~States~~shares ~~to validate potential products the Company is contemplating distributing and creating marketing materials for the testing products based upon those validations.~~amounts)

4B. ~~Breakthrough~~Foreign ~~Diagnostics, Inc.~~operations

~~On July~~1. ~~28,~~Todos ~~2020,~~Medical ~~the Company completed the purchase of 100% of the issued and outstanding common stock of Breakthrough Diagnostics, Inc.~~ (~~“Breakthrough”~~Singapore) ~~for~~Pte ~~entering into the field of early detection of Alzheimer’s disease.~~Ltd

~~Breakthrough~~On ~~was~~January ~~determined~~27, to2016, bethe ~~excluding~~Company ~~substantive~~incorporated ~~process~~a aswholly ~~required~~owned ~~under~~subsidiary ~~the definition of business~~ in ~~accordance~~Singapore ~~with~~under the ~~provisions~~name of ~~ASC~~ ~~Topic~~Todos ~~805~~Medical (Singapore) Pte Ltd. (“~~Business~~Todos ~~Combination~~Singapore”,) itfor ~~was~~the ~~also~~purpose ~~determined~~of ~~that~~advancing ~~the~~clinical ~~asset~~trials ~~purchased~~of ~~had~~the noCompany’s ~~alternative~~core ~~future~~technology ~~use~~for ~~and~~breast ~~therefore~~cancer ~~the~~in ~~entire~~Southeast ~~purchase~~Asia. ~~price~~As ~~allocated~~of toJune ~~the~~30, ~~acquired~~2022, ~~IPR&D~~Todos ~~was~~Singapore ~~charged~~has tonot ~~expense~~yet incommenced ~~the~~its ~~consolidated~~business ~~statement of~~ operations.

52. ~~Provista~~Todos ~~Diagnostics,~~Medical ~~Inc~~USA

OnIn ~~April~~January 192020, ~~2021,~~ the Company ~~entered~~incorporated ~~into~~a anU.S. ~~Agreement~~subsidiary tonamed ~~Purchase~~Todos ~~Provista~~Medical ~~Diagnostics,~~USA ~~Inc.~~ (“~~Agreement~~Todos ~~to Purchase~~U.S.”) ~~with~~for the purpose of conducting ~~Strategic~~business ~~Investment~~as ~~Holdings,~~medical ~~LLC~~importer ~~(“SIH”),~~and ~~Ascenda~~distributor ~~BioSciences~~focused ~~LLC~~on ~~(“Ascenda”)~~the distribution of the Company’s testing products and ~~Provista~~services ~~Diagnostics,~~to ~~Inc.~~customers ~~(“Provista”)~~in the North America and Latin America.

Pursuant to the Agreement to Purchase, the Company acquired Provista from Ascenda and SIH for an aggregate purchase price of $7,500 consisting of an initial cash payment of $1,250, the issuance of $1,500 in Ordinary Shares priced at $03.~~0512 per~~ ~~share,~~Corona ~~the issuance to SIH of a $3~~Diagnostics,~~500 convertible~~ ~~promissory note dated April 19, 2021 (the “Note”) and an additional cash payment of $1,250 in July 2021.~~LLC

~~The~~In ~~Note has a maturity date of~~ April 82020, ~~2025, and is convertible beginning on October 20, 2021, into Ordinary Shares of~~ the Company atincorporated a ~~conversion~~ ~~price equal to the lesser of $0~~U.~~05 or~~S. ~~the~~subsidiary ~~volume~~named ~~weighted~~Corona ~~average~~Diagnostics, ~~price~~LLC of(“Corona ~~the~~Diagnostics”) ~~last 20 trading days~~ for the ~~Ordinary Shares prior to the date of conversion. In the event SIH delivers a Notice of Conversion to the Company~~purpose ~~at a per share price less than $0.05, the Company has the right to immediately notify SIH~~ of ~~its~~marketing ~~intention~~COVID-19 torelated ~~pay~~products ~~the conversion amount~~ in ~~cash within three (3) business days of receipt of~~ the ~~Notice~~United ofStates ~~Conversion. If, at any time between October 20, 2021 and April 20, 2022, the average of the lowest bid and closing sale price is below $0.05, the Company has the option~~ to ~~buy~~validate ~~out~~potential ~~all~~products ~~or any portion of~~ the ~~Note (the “Buyback Option”). In the event the~~ Company ~~exercises the~~is ~~Buyback~~contemplating ~~Option for an amount equal to or greater than $1,170,~~distributing ~~SIH~~and ~~may~~creating ~~not~~marketing ~~submit~~materials ~~any conversions below $0.05~~ for ~~ninety~~the ~~(90)~~testing ~~days~~products ~~from~~based ~~receipt~~upon ofthose ~~the Buyback Amount~~validations.

~~F-9~~4. Breakthrough Diagnostics, Inc.

~~Table~~On July 28, 2020, the Company completed the purchase of ~~Contents~~100% of the issued and outstanding common stock of Breakthrough Diagnostics, Inc. (“Breakthrough”) for entering into the field of early detection of Alzheimer’s disease.

~~TODOS~~Breakthrough ~~MEDICAL~~was ~~LTD~~determined to be excluding substantive process as required under the definition of business in accordance with the provisions of ASC Topic 805 “Business Combination”, it was also determined that the asset purchased had no alternative future use and therefore the entire purchase price allocated to the acquired IPR&D was charged to expense in the consolidated statement of operations.

~~NOTES TO~~5. ~~CONDENSED~~Provista ~~CONSOLIDATED~~Diagnostics, ~~FINANCIAL STATEMENTS~~ Inc

(UOn April 19, 2021, the Company entered into an Agreement to Purchase 100% of the issued and outstanding common stock of Provista Diagnostics, Inc.S. Provista is a molecular diagnostics ~~dollars~~company focused on developing and commercializing proprietary blood-based proteomic diagnostic, prognostic and monitoring tests in ~~thousands~~women’s cancer, ~~except~~Videssa®, ~~shares~~such ~~amounts)~~as breast and gynecologic cancers. Provista also operates a laboratory for purposes of test validation and commercialization activities related to the distribution and sampling of COVID-19 testing.

~~In the~~On ~~event~~March ~~that~~14, 2022, the Company ~~uplists~~entered into ~~its~~a ~~Ordinary~~Revolving ~~Shares~~Line toof aCredit ~~national~~Agreement ~~securities~~with ~~exchange~~Testing 123, LLC. Under the ~~Note~~terms ~~shall~~of ~~automatically~~the beRevolving ~~exchanged~~Line ~~into~~of Credit Agreement, the Company ~~Series~~agreed Bto ~~preferred~~deliver ~~stock~~to ~~with~~Testing a123, ~~conversion~~LLC, ~~price~~shares, equal to ~~the~~a ~~lesser~~10% ofownership ~~(a)~~stake $0in Provista.~~05,~~ ~~(b)~~In the ~~opening~~event ~~price~~that onadditional ~~the~~shares ~~day~~ of ~~the uplisting~~Provista ~~provides~~are ~~there~~issued, isthe noCompany ~~transaction~~committed ~~associated~~to ~~with~~issue the ~~uplisting~~Lender oradditional ~~(c)~~shares ~~the~~so ~~deal~~that ~~price~~his of10% anstake ~~uplisting~~in ~~transaction~~Provista is maintained.

~~As of~~6. ~~the~~Bio ~~date~~Imagery ~~of this quarterly report on Form 10-Q, SIH has not submitted a Conversion Notice~~Ltd.

OnIn ~~March~~August 142020, ~~2022,~~ the Company entered into aan ~~Revolving~~agreement ~~Line~~with ofCare ~~Credit~~GB ~~Agreement~~Plus ~~with~~Ltd, ~~Testing~~under ~~123,~~which ~~LLC~~Bio ~~(see~~Imagery ~~Note~~Ltd. (“Bio Imagery”). ~~Under~~has been incorporated for the ~~terms~~purpose of ~~the Revolving~~developing, ~~Line~~marketing ofand ~~Credit~~commercializing ~~Agreement,~~the Products and all the Intellectual Property of the Company ~~agreed~~(“Todos toCancer ~~issue~~Assets”), ~~Testing~~developing ~~123~~new Intellectual Property, ~~LLC~~products ~~shares~~and services, ~~equal~~and topursue athe ~~10%~~business based ~~ownership~~on ~~stake~~the inTodos ~~Provista.~~Cancer InAssets ~~the~~and ~~event~~on new intellectual property that ~~additional~~will ~~shares~~be ofdeveloped ~~Provista~~by ~~are~~Bio ~~issued~~Imagery. Under the agreement, the Company ~~committed~~granted Bio Imagery an irrevocable, perpetual, exclusive license to ~~issue~~distribute, market and sale of the ~~Lender~~products ~~additional~~and new products in Israel, Europe ~~shares~~and ~~such~~Africa ~~that~~(the ~~his~~“Territories”). ~~stake~~Distribution, marketing and sale in ~~Provista~~other ~~shall~~Territories ~~not~~(except beChina) ~~below~~are ~~10%~~authorized by the Company’s written and in advance approval.

~~6. Other entities~~F-10

	A.	In June 2020, the Company entered into agreement with NLC Pharma Ltd., under which Antigen COVID Test Killer was formed for the purpose of development of diagnostic candidate Antigen Killer and product commercialize through the Company’s sales channels.
		See also note 1 regarding the Share Purchase Agreement with 3CL Sciences Ltd. Signed on March 11, 2022.
	B.	In August 2020, the Company entered into an agreement with Care GB Plus Ltd, under which Bio Imagery Ltd. (“Bio Imagery”) has been incorporated for the purpose of developing, marketing and commercializing the Products and all the Intellectual Property of the Company (“Todos Cancer Assets”), developing new Intellectual Property, products and services, and pursue the business based on the Todos Cancer Assets and on new intellectual property that will be developed by Bio Imagery. As of March 31, 2022, Bio Imagery has not yet commenced its business operations.

Table of Contents

~~The~~TODOS ~~Company~~MEDICAL ~~and its entities herein considered as the “Group”~~LTD.

~~F-10~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

~~Table~~(U.S. dollars ofin ~~Contents~~thousands except shares amounts)

~~TODOS~~On ~~MEDICAL~~April ~~LTD~~5, 2022 the Company entered into an Agreement Addendum according to which the Company issued 24,000,000 ordinary shares of the Company to Care GB Plus Ltd to increase its holding in Bio Imagery to 51%. The Company estimated the value of the shares issued based on the share price of the Company as of the agreement date at $396,000.

~~NOTES~~At TOthe ~~CONDENSED~~Agreement ~~CONSOLIDATED~~Addendum ~~FINANCIAL~~Closing ~~STATEMENTS~~Date, ~~(Cont~~Bio Imagery was determined to be excluding substantive process as required under the definition of business in accordance with the provisions of ASC Topic 805 “Business Combination”.) The entire additional investment was charged to expenses at the acquisition date as “other expenses” in the profit and loss as Bio Imagery has not yet commenced its business operations.

(U7.~~S. dollars~~ inOther ~~thousands)~~entities

~~NOTE~~In 1June -2020, ~~GENERAL~~the Company entered into agreement with NLC Pharma Ltd., under which Antigen COVID Test Killer (“CATK”) was formed for the purpose of development of diagnostic candidate Antigen Killer and product commercialize through the Company’s sales channels. As of June 30, 2022 the Company hold 15% of the outstanding equity of CATK. As of June 30, 2022, CATK has not commenced its business operations.

CSee also note 1 regarding the Share Purchase Agreement with 3CL Sciences Ltd. ~~Going~~Signed ~~concern~~on ~~uncertainty~~March 11, 2022.

The Company ~~has devoted substantially all of its efforts to research~~ and ~~development of~~ its ~~products~~entities ~~and~~herein raising capital to fund this development. The development and commercialization of the Company’s products are expected to require substantial further expenditures. To date, the Company has not yet generated sufficient revenues from operations to support its activities, and therefore it is dependent upon external sources for financing its operations. Since inception through March 31, 2022, the Company has incurred accumulated losses of $98,183. As of March 31, 2022, the Company’s current liabilities exceed its current assets by $6,778, and there is a shareholders’ deficit of $25,161. The Company has generated negative operating cash flow for all periods. As of May 15, 2022 (date of approval of these financial statements), the total cash and cash equivalent balance is approximately $28. Management has considered the significance of such condition in relation to the Company’s ability to meet its current obligations and to achieve its business targets and determined that these conditions raise substantial doubt about the Company’s ability to continue as ~~a going concern. The Company plans to finance its operations through~~ the ~~sale of equity and to the extent available, short-term and long-term loans and also through revenues from sales of corona testing related products~~“Group”. There can be no assurance that the Company will succeed in obtaining the necessary financing to continue its operations as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~D. Risk factors~~F-11

~~As described~~Table ~~in the above paragraph, the Company has a limited operating history and faces a number~~ of risks and uncertainties, including risks and uncertainties regarding to potential dispute which related to commercial terms in connection with unpaid invoices (related to sales, net yet recognized as revenue) with one of its significant clientsContents

E.TODOS MEDICAL ~~COVID-19~~LTD.

OnNOTES ~~March~~TO ~~11,~~CONDENSED ~~2020,~~CONSOLIDATED ~~the~~FINANCIAL ~~World~~STATEMENTS ~~Health Organization declared the COVID-19 outbreak a global pandemic~~(Cont. The outbreak has reached all of the regions in which the Company does business, and governmental authorities around the world have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shutdowns, limitations or closures of non-essential businesses, and social distancing requirements.)

~~The~~(U.S. ~~global~~dollars ~~spread of COVID-19 and actions taken~~ in response have caused and may continue to cause disruptions and/or delays in our supply chain and shipments and caused significant economic and business disruption to the Company’s customers and vendors.thousands)

~~The~~NOTE ~~COVID-19~~1 pandemic has created and may continue to create significant opportunity under the uncertainty in macroeconomic conditions, which may cause further demand for the Company’s core business related to PCR testing kits and related materials and supplies as already reflected by recognized revenues of $2,199 and $5,031 during the three months ended March 31, 2022 and 2021, respectively. However, the Company may face uncertainties around its estimates of revenue collectability and accounts receivable credit losses and its expectation to receive funds from external sources for financing its operations. The Company expects uncertainties around its key accounting estimates to continue to evolve depending on the duration and degree of impact associated with the COVID-~~19 pandemic.~~ ~~The Company estimates may change as new events occur and additional information emerges, and such changes are recognized or disclosed in the Company’s consolidated financial statements.~~GENERAL

~~F-11~~C. Going concern uncertainty

~~Table~~The Company has devoted substantially all of ~~Contents~~its efforts to research and development of its products and raising capital to fund this development. The development and commercialization of the Company’s products are expected to require substantial further expenditures. To date, the Company has not yet generated sufficient revenues from operations to support its activities, and therefore it is dependent upon external sources for financing its operations. Since inception through June 30, 2022, the Company has incurred accumulated losses of $104,966. As of June 30, 2022, the Company’s current liabilities exceed its current assets by $8,514, and there is a shareholders’ deficit of $30,402. The Company has generated negative operating cash flow for all periods. As of August 22, 2022 (date of approval of these financial statements), the total cash and cash equivalent balance is approximately $28. Management has considered the significance of such condition in relation to the Company’s ability to meet its current obligations and to achieve its business targets and determined that these conditions raise substantial doubt about the Company’s ability to continue as a going concern. The Company plans to finance its operations through the sale of equity and to the extent available, short-term and long-term loans and also through revenues from sales of corona testing related products. There can be no assurance that the Company will succeed in obtaining the necessary financing to continue its operations as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

~~TODOS MEDICAL LTD~~D. COVID-19

~~NOTES~~On TOMarch ~~CONDENSED~~11, ~~CONSOLIDATED~~2020, ~~FINANCIAL~~the ~~STATEMENTS~~World ~~(Cont~~Health Organization declared the COVID-19 outbreak a global pandemic.) The outbreak has reached all of the regions in which the Company does business, and governmental authorities around the world have implemented numerous measures attempting to contain and mitigate the effects of the virus, including travel bans and restrictions, border closings, quarantines, shutdowns, limitations or closures of non-essential businesses, and social distancing requirements.

(UThe COVID-19 pandemic has created and may continue to create significant opportunity under the uncertainty in macroeconomic conditions, which may cause further demand for the Company’s core business related to PCR testing kits and related materials and supplies as already reflected by recognized revenues of $4,378 and $6,199 during the six months ended June 30, 2022 and 2021, respectively.S However, the Company may face uncertainties around its estimates of revenue collectability and accounts receivable credit losses and its expectation to receive funds from external sources for financing its operations. The Company expects uncertainties around its key accounting estimates to continue to evolve depending on the duration ~~dollars~~and indegree ~~thousands)~~of impact associated with the COVID-19 pandemic. The Company estimates may change as new events occur and additional information emerges.

~~NOTE 2~~ F- ~~SIGNIFICANT ACCOUNTING POLICIES~~12

~~A. Basis~~Table of ~~presentation~~Contents

~~The~~TODOS ~~accompanying~~MEDICAL unaudited condensed consolidated financial statements and related notes should be read in conjunction with the Company’s consolidated financial statements and related notes included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2021, as filed with the Securities and Exchange Commission (“SEC”) on March 31, 2022 (the “2021 Form 10-K”)LTD. The unaudited condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been condensed or omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature.

~~The~~NOTES ~~results~~TO ~~for~~CONDENSED ~~the~~CONSOLIDATED ~~three~~FINANCIAL ~~months~~STATEMENTS ~~ended March 31, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other interim period or for any future period~~(Cont.)

B(U.S. ~~Use~~dollars ~~of estimates~~ in ~~the preparation of financial statements~~ thousands)

~~The~~NOTE ~~preparation~~2 of- ~~the~~SIGNIFICANT ~~financial~~ACCOUNTING statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, and the reported amounts of expenses during the reporting periods. Actual results could differ from those estimates. As applicable to these financial statements, the most significant estimates and assumptions include (i) identification of and measurement of financial instruments in funding transactions; (ii) Initial measurement of investment in affiliated companies and subsequent equity method implications; (iii) determination whether an acquired company or formed entities represents a ‘business’; (iv) determination whether acquired or formed entities are considered Variable Interest Entity (VIE) and if so, whether the Group is its Primary Beneficiary (PB) (v) deferred income taxes and (vi) measurement of the fair value of equity awards.POLICIES

CA. ~~Principles~~ Basis of ~~Consolidation~~presentation

The accompanying unaudited condensed consolidated financial statements ~~include~~and ~~the~~related ~~accounts~~notes ofshould be read in conjunction with the Company’s consolidated financial statements and ~~its~~related ~~wholly~~notes ~~owned~~included ~~subsidiaries~~in ~~and~~the ~~when~~Company’s ~~applicable~~Annual ~~its~~Report ~~majority owned~~on ~~entities~~Form ~~that~~10-K ~~were~~for ~~determined~~the tofiscal beyear ~~VIE~~ended December ~~and~~31, ~~that~~2021, as filed with the ~~Group~~Securities ~~was~~and ~~determined~~Exchange asCommission ~~their~~(“SEC”) ~~Primary~~on ~~Beneficiary~~March 31, 2022 (PBthe “2021 Form 10-K”). The ~~Intercompany~~unaudited ~~transactions~~condensed consolidated financial statements have been prepared in accordance with the rules and regulations of the SEC related to interim financial statements. As permitted under those rules, certain information and ~~balances~~footnote disclosures normally required or included in financial statements prepared in accordance with U.S. GAAP have been ~~eliminated~~condensed ~~upon~~or ~~consolidation~~omitted. The financial information contained herein is unaudited; however, management believes all adjustments have been made that are considered necessary to present fairly the results of the Company’s financial position and operating results for the interim periods. All such adjustments are of a normal recurring nature.

E.The ~~Goodwill~~results ~~and~~for ~~intangible~~the ~~assets~~six months ended June 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any other interim period or for any future period.

~~Goodwill represents~~B. ~~the~~Use ~~excess~~ of ~~the~~estimates ~~purchase price over the fair value of the identifiable net assets acquired~~ in ~~business combinations accounted for in accordance with~~ the ~~“purchase~~preparation ~~method” and is allocated to reporting units at acquisition. Goodwill is not amortized but rather tested for impairment at least annually in accordance with the provisions~~ of ~~ASC~~financial Topic 350, “Intangibles - Goodwill and Other”. The Company performs its goodwill annual impairment test for the reporting units at December 31 of each year, or more often if indicators of impairment are present.statements

~~Intangible~~The ~~assets~~preparation of the financial statements in conformity with ~~finite~~US ~~lives~~GAAP ~~are~~requires ~~amortized~~management ~~using~~to make estimates and assumptions that affect the ~~straight-line~~reported ~~basis~~amounts ~~over~~of ~~their~~assets ~~useful~~and ~~lives~~liabilities and the disclosure of contingent assets and liabilities at the dates of the financial statements, toand ~~reflect~~the reported amounts of expenses during the ~~pattern~~reporting inperiods. ~~which~~Actual results could differ from those estimates. As applicable to these financial statements, the ~~economic~~most significant estimates and assumptions include (i) identification of and measurement of financial ~~benefits~~instruments in funding transactions; (ii) Initial measurement of ~~the~~investment ~~intangible~~in ~~assets~~affiliated ~~are~~companies ~~consumed~~and subsequent equity method implications; (iii) determination whether an acquired company or ~~otherwise~~formed ~~used~~entities uprepresents a ‘business’; (iv) determination whether acquired or formed entities are considered Variable Interest Entity (VIE) and if so, whether the Group is its Primary Beneficiary (PB) (v) deferred income taxes and (vi) measurement of the fair value of equity awards.

~~During the~~C. ~~three~~Principles ~~months ended March 31, 2022 the Company recorded $0,~~ of ~~impairment losses (See also Note 3B).~~Consolidation

D.The ~~Basic~~consolidated financial statements include the accounts of the Company and ~~diluted~~its ~~net~~wholly ~~loss~~owned ~~per~~subsidiaries ~~ordinary~~and ~~share~~when applicable its majority owned entities that were determined to be VIE and that the Group was determined as their Primary Beneficiary (PB). Intercompany transactions and balances have been eliminated upon consolidation.

~~The Company~~E. ~~computes~~Goodwill ~~net loss per share in accordance with ASC 260, “Earning per Share”, which requires presentation of both basic~~ and ~~diluted~~intangible ~~loss per share on the face of the statement of operations.~~assets

~~Basic~~Goodwill ~~net~~represents ~~loss per ordinary share is computed by dividing~~ the ~~net~~excess ~~loss~~of ~~for~~ the ~~period~~purchase ~~applicable~~price toover ~~ordinary shareholders, by~~ the ~~weighted average~~fair ~~number~~value of ~~ordinary shares outstanding during~~ the ~~period.~~identifiable ~~Diluted~~net ~~loss~~assets ~~per~~acquired ~~share~~in ~~gives~~business ~~effect~~combinations ~~to all potentially dilutive common~~accounted ~~shares~~for ~~outstanding~~in ~~during~~accordance ~~the~~with ~~year using~~ the ~~treasury~~“purchase ~~stock~~ method” ~~with respect to stock options~~ and ~~certain~~is ~~stock~~allocated ~~warrants and using the if-converted method with respect~~ to ~~convertible~~reporting ~~bridge~~units ~~loans~~at ~~and certain stock warrants~~acquisition. InGoodwill ~~computing~~is ~~diluted~~not ~~loss per share, the~~amortized ~~average~~but ~~stock~~rather ~~price~~tested for ~~the~~impairment ~~period~~at isleast ~~used~~annually in ~~determining~~accordance with the ~~number~~provisions of ~~shares~~ASC ~~assumed~~Topic to350, be“Intangibles ~~purchased~~- ~~from the exercise of stock options~~Goodwill orand ~~warrants~~Other”. ~~During~~The ~~the~~Company ~~period~~performs ofits ~~three~~goodwill ~~months~~annual ~~ended~~impairment ~~March~~test ~~31,~~for ~~2022 and 2021~~ the ~~total~~reporting ~~weighted~~units ~~average~~at ~~number~~December 31 of ~~ordinary~~each ~~shares related to outstanding stock options~~year, ~~stock~~or ~~warrants~~more often ~~and~~if ~~convertible~~indicators ~~bridge loans excluded from the calculation~~ of ~~the~~impairment ~~diluted~~are ~~loss per share was 1,468,352,970 and 323,874,156, respectively~~present.

FIntangible assets with finite lives will be amortized using the straight-12line basis over their useful lives, to reflect the pattern in which the economic benefits of the intangible assets are consumed or otherwise used up. The Company will start amortizing the intangible asset when the asset will be brought into actual use.

~~Table~~During the six and three months ended June 30, 2022 the Company recorded $0, of ~~Contents~~impairment losses .

~~TODOS MEDICAL LTD~~D. Basic and diluted net loss per ordinary share

~~NOTES~~The TOCompany ~~CONDENSED~~computes ~~CONSOLIDATED~~net ~~FINANCIAL~~loss ~~STATEMENTS~~per ~~(Cont~~share in accordance with ASC 260, “Earning per Share”, which requires presentation of both basic and diluted loss per share on the face of the statement of operations.)

(UBasic net loss per ordinary share is computed by dividing the net loss for the period applicable to ordinary shareholders, by the weighted average number of ordinary shares outstanding during the period.S Diluted loss per share gives effect to all potentially dilutive common shares outstanding during the year using the treasury stock method with respect to stock options and certain stock warrants and using the if-converted method with respect to convertible bridge loans and certain stock warrants. In computing diluted loss per share, the ~~dollars~~average stock price for the period is used in ~~thousands)~~determining the number of shares assumed to be purchased from the exercise of stock options or warrants. During the period of six months ended June 30, 2022 and 2021 the total weighted average number of ordinary shares related to outstanding stock options, stock warrants and convertible bridge loans excluded from the calculation of the diluted loss per share was 4,897,109,376 and 323,874,156, respectively.

~~The net loss and the weighted average number of shares used in computing basic and diluted net loss per share for the period of three months ended March 31, 2022 and 2021, is as follows:~~F-13

~~SCHEDULE OF~~Table ~~WEIGHTED~~of ~~AVERAGE NUMBER OF ORDINARY SHARES~~Contents

	Three month period ended
	2022		2021
	Unaudited		Unaudited
Numerator:
Net loss attributable to common shareholders	$	7,588	$	17,557
Revaluation of liability related to warrants to purchase shares of common Stock		-		168
Net loss attributable to common shareholders	$	7,588	$	17,725
Denominator:
Shares of common stock used in computing basic net loss per share		1,036,898,212		462,650,478
Incremental shares from assumed exercise of warrants to purchase shares of common stock		-		1,564,074
Shares of common stock used in computing diluted net loss per share		1,036,898,212		464,214,552
Net loss per share of common stock, basic and diluted	$	0.01	$	0.04

TODOS MEDICAL LTD.

E.NOTES ~~Recent~~TO ~~Accounting~~CONDENSED ~~Pronouncements~~CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

~~On October 1, 2021, the Company early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options~~ (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instrumentsU. ~~This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method~~S. ~~The new standard was effective for us beginning~~ ~~January~~dollars 1,in ~~2022, with early adoption permitted. The adoption of this new standard did not have a material impact on our consolidated financial statements.~~thousands)

~~Other~~The ~~new~~net ~~pronouncements~~loss ~~issued~~and ~~but~~the ~~not~~weighted ~~effective~~average asnumber of ~~March~~shares ~~31,~~used ~~2022~~in ~~are~~computing ~~not~~basic ~~expected~~and todiluted ~~have~~net aloss ~~material~~per ~~impact~~share onfor the ~~Company’s~~period ~~consolidated~~of six and three ~~financial~~months ~~statements.~~ended June 30, 2022 and 2021, is as follows:

~~F-13~~SCHEDULE OF WEIGHTED AVERAGE NUMBER OF ORDINARY SHARES

Table of Contents


	Six month period ended						Three month period ended
	2022			2021			2022			2021
	Unaudited			Unaudited			Unaudited			Unaudited

Numerator:
Net income (loss) attributable to common shareholders	$	(14,371	)	$	(14,167	)	$	(6,783	)	$	3,390

Denominator:
Shares of common stock used in computing basic and diluted net income (loss) per share		1,116,789,086			585,225,006			1,200,153,687			575,898,572
Net income (loss) per share of common stock, basic and diluted	$	(0.01	)	$	(0.02	)	$	(0.01	)	$	0.01

~~TODOS MEDICAL LTD~~E. Recent Accounting Pronouncements

~~NOTES~~On TOOctober ~~CONDENSED~~1, ~~CONSOLIDATED~~2021, ~~FINANCIAL~~the ~~STATEMENTS~~Company ~~(Cont~~early adopted ASU No. 2020-06, Debt—Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging—Contracts in Entity’s Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity’s Own Equity (ASU 2020-06), which simplifies the accounting for convertible instruments by reducing the number of accounting models available for convertible debt instruments. This guidance also eliminates the treasury stock method to calculate diluted earnings per share for convertible instruments and requires the use of the if-converted method. The new standard was effective for us beginning January 1, 2022, with early adoption permitted. The adoption of this new standard did not have a material impact on our consolidated financial statements.

~~(U.S.~~Other ~~dollars~~new inpronouncements ~~thousands)~~issued but not effective as of June 30, 2022 are not expected to have a material impact on the Company’s consolidated financial statements.

~~NOTE 3~~ F- ~~SIGNIFICANT TRANSACTIONS~~14

A.Table ~~Exchange~~ of ~~warrants~~Contents

OnTODOS ~~March~~MEDICAL 10, 2022 the Company and Leonite Capital LLC (the “Investor”) entered into an Agreement pursuant to which, the Company agreed to issue the Investor 16,000,000 ordinary shares of the Company as full conversion of all Investor’s outstanding warrantsLTD. ~~On March 17, 2022, the Company issued 16,000,000 ordinary shares of the Company pursuant to the agreement.~~

B.NOTES TO ~~Revolving~~CONDENSED ~~Line~~CONSOLIDATED ofFINANCIAL ~~Credit~~STATEMENTS ~~Agreement~~(Cont.)

~~On March 14, 2022, the Company and Testing 123, LLC~~ (the “Lender”) signed a Revolving Line of Credit Agreement, pursuant to which the Lender will provide the Company with a credit facility of up to $1,250 bearing a monthly interest of 5% calculated for a minimum period of 60 daysU. ~~The Company may request advances under the agreement from the date of the agreement and until March 14, 2023~~S. ~~The Maturity date of each draw will be the earlier of (i) 60 days from the date of the loan, (ii) the occurrence of an~~ ~~event~~dollars ~~of default as defined~~ in ~~the agreement and (iii~~thousands) with respect to funds received by Borrower through collections on receivables included in a Receivables Pool, as defined in the agreement, 3 days after such funds have been received by the escrow account agent or the Company.

InNOTE ~~additional~~3 to- ~~the~~SIGNIFICANT ~~above~~TRANSACTIONS the Company agreed to issue the Lender shares, equal to a 10% ownership stake in Provista. In the event that additional shares of Provista are issued, the Company committed to issue the Lender additional shares such that his stake in Provista shall not be below 10%.

~~As of~~A. ~~March~~Exchange ~~31, 2022, the Company utilized $999 out~~ of ~~the credit facility.~~warrants

~~The~~On March 10, 2022 the Company ~~has~~and ~~estimated~~Leonite Capital LLC (the ~~portion~~“Investor”) ofentered into an Agreement pursuant to which, the ~~10%~~Company agreed to issue the Investor 16,000,000 ordinary shares of ~~Provista~~the atCompany ~~$740 and~~as ~~recorded~~full ~~$598~~conversion asof ~~interest~~all ~~expenses,~~Investor’s ~~and~~outstanding ~~$142 as~~warrants. ~~prepaid~~On ~~interest~~March ~~expenses~~17, ~~under~~2022, ~~Other~~the ~~Current~~Company issued 16,000,000 ~~Assets~~ordinary shares of the Company.

CB. ~~Issuance~~Revolving Line of ~~Ordinary~~Credit ~~Shares~~Agreement

1. On March ~~January 13~~14, 2022, the Company ~~issued~~and 1Testing 123,~~500,000~~ ~~ordinary~~LLC ~~shares,~~(the ~~valued~~“Lender”) atsigned ~~$711~~a Revolving Line of Credit Agreement, pursuant to which the Lender will provide the Company with a ~~service~~credit ~~provider~~facility of ~~which~~up to $1,250~~,000~~ ~~ordinary~~bearing ~~shares~~a ~~were~~monthly ~~issued~~interest ~~in exchange~~ of ~~previous~~5% ~~commitment~~calculated tofor ~~issue~~ a ~~fixed~~minimum period ~~number~~ of ~~shares~~60 days. 2.The ~~During~~Company may draw funds under the ~~period~~agreement from the date of ~~three~~the ~~months~~agreement ~~ended~~and until March 3114, ~~2022,~~2023. ~~Principal~~The Maturity ~~Amount~~date ~~and~~of ~~unpaid~~each ~~Interest~~draw inwill ~~total~~be ~~amount~~the earlier of ~~$613~~ (~~valued~~i) at60 ~~$3,266)~~days ~~have~~from ~~been~~the ~~converted~~date ~~into~~of 97the loan,~~611,464~~ ~~ordinary~~(ii) ~~shares~~the .occurrence 3.of Onan ~~February~~event 4,of ~~2022~~default as defined in the agreement and ~~March~~(iii) ~~10,~~with ~~2022,~~respect ~~the~~to ~~Company~~funds ~~issued~~received ~~total~~by ofBorrower ~~49,620,690~~through ~~ordinary~~collections ~~shares~~on receivables included in a Receivables Pool, ~~valued~~as atdefined $1in the agreement,~~804~~ 3 days after such funds have been received by the escrow account agent or the Company.

DIn additional to the above the Company agreed to issue the Lender shares, equal to a 10% ownership stake in Provista. ~~Settlement~~In ~~Agreement~~the ~~with~~event ~~Toledo~~that additional ~~Advisors~~shares ~~LLC~~of Provista are issued, the Company committed to issue the Lender additional shares such that his stake in Provista shall be maintained at 10%.

On April 7, 2022, the ~~Company and Toledo Advisors LLC (“Toledo”) signed a Settlement Agreement pursuant to which upon execution~~ ~~of the agreement the~~ Company ~~shall~~issued ~~pay~~1,500,000 ~~Toledo $130 and shall issue to Toledo $200 worth of~~ ordinary shares. ~~Upon delivery~~(with offair ~~the~~value cash payment and shares the parties shall file and discontinue the compliant file by Toledo on January 7, 2022 and Toledo irrevocably and unconditionally, shall release and discharge the Company from its June 19, 2020 financing agreement and July 28, 2020 Royalty Agreement. The financial statements as of ~~March 31, 2022, includes an income of~~ $~~153~~ 25) as aadditional ~~result of the cancelation of prior agreements~~interest.

~~NOTE~~As 4of -June ~~STOCK~~30, ~~BASED~~2022, ~~COMPENSATION~~the Company utilized the full credit facility.

~~Stock-based~~The ~~compensation~~Company ~~expenses~~has ~~incurred~~estimated ~~for~~the ~~employees~~fair ~~(and~~value ~~directors)~~of ~~and~~the ~~non-employees~~10% portion ~~for~~of ~~the~~shares ~~period~~ of ~~three~~Provista ~~months~~on ~~ended~~March 14, 2022 at $710. The carrying value sold to non-controlling interests as of March 3114, 2022 was $635, accordingly ~~amounted~~$75 was recognized in additional paid in capital. The fair value of the 10% ownership in Provista which is the cost associated with obtaining the revolving line of credit, was amortized to ~~$857~~interest expenses as the entire credit facility was utilized.

AC. ~~STOCK~~ ~~OPTIONS~~Issuance of Ordinary Shares

1. On January 1113, ~~2016~~2022, the Company’s ~~Board~~issued ~~of Directors approved and adopted the Todos Medical Ltd. 2015 Israeli Share Option Plan (the “2015 Plan”)~~1,500,000 ~~pursuant to which the Company’s Board of Directors may award stock options to purchase its~~ ordinary shares to ~~designated participants. Subject~~ to ~~the~~a ~~terms~~service ~~and~~provider ~~conditions~~valued ~~of the 2015 Plan, the Company’s Board of Directors has full authority in its discretion, from time to time and~~ at ~~any~~$711 ~~time, to determine (i) the designate participants; (ii) the terms and provisions~~ of ~~the respective~~which ~~Option Agreements~~1, ~~including~~250,000 ~~but~~ordinary ~~not~~shares ~~limited~~were ~~to,~~issued ~~the~~in ~~number~~exchange of ~~Options~~previous tocommitment ~~be granted~~ to ~~each~~issue ~~Optionee,~~a ~~the~~fixed number of Shares to be covered by each Option, provisions concerning the time and the extent to which the Options may be exercised and the nature and duration of restrictions as to the transferability or restrictions constituting substantial risk of forfeiture and to cancel or suspend awards, as necessary; (iii) determine the Fair Market Value of the Shares covered by each Option; (iv) make an election as to the type of Approved 102 Option under Israeli IRS law; (v) designate the type of Options; (vi) take any measures, and to take actions, as deemed necessary or advisable for the administration and implementation of the 2015 Plan; (vii) interpret the provisions of the 2015 Plan and to amend from time to time the terms of the 2015 Planshares.

~~F-14~~2. On February 4, 2022 and March 10, 2022 the Company issued total of 49,620,690 ordinary shares upon conversion of $1,804 of principal and accrued interest, out of a convertible note in the principal amount of $3,500, issued in the acquisition of Provista Diagnostic, Inc.

~~Table~~3. During the period of ~~Contents~~six months ended June 30, 2022, Principal Amount and unpaid Interest in total amount of $830 (with fair value of $3,485) have been converted into 113,236,464 ordinary shares.

~~TODOS MEDICAL~~4. ~~LTD~~On March 17, 2022, the Company issued 16,000,000 ordinary shares – see 3A above.

~~NOTES TO~~5. ~~CONDENSED~~On ~~CONSOLIDATED~~April ~~FINANCIAL~~8, ~~STATEMENTS~~2022 ~~(Cont~~the Company issued 11,160,714 ordinary shares valued at $200 as part of its April 7, 2022 settlement agreement – see 3D below.)

(U6.~~S. dollars~~ On April 7, 2022 the Company issued 24,000,000 ordinary shares valued at $396 to increase its interest in ~~thousands)~~Bio Imagery. see note 1B7 above.

The 2015 Plan permits grant of up to 6,000,000 options to purchase ordinary shares subject to adjustments set in the 2015 Plan. As of March 31, 2022, there were 2,338,838 ordinary shares available for future issuance under the 2015 Plan.

	7.	On April 7, 2022 the Company issued 512,821 ordinary shares valued at $8 to a service provider in consideration for his annual investor relations services.

	8.	On April 7, 2022 the Company issued 1,500,000 ordinary shares valued at $25 as additional interest under its Revolving Line of Credit Agreement (see note 3B above).

~~The following~~D. ~~table~~Settlement ~~presents~~Agreement ~~the~~with ~~Company’s~~Toledo ~~stock~~Advisors ~~option activity for employees and directors of the Company during the periods of three months ended March 31, 2022 and 2021:~~LLC

~~SCHEDULE~~On June 19, 2020, the Company and its subsidiaries, OFTodos ~~STOCK~~Medical ~~OPTION~~USA ~~ACTIVITY~~and Corona Diagnostics, LLC (“Corona”) entered into a Receivables Financing Agreement with Toledo Advisors, LLC (“Toledo”) for up to $25,000 in a revolving receivables financing facility (the “Facility”). The financing is secured by all of the assets of the Company’s wholly-owned subsidiary Todos Medical USA, Inc. In addition, Todos Medical USA pledged all of the outstanding equity of Corona to the Lender.

	Number of Options			Weighted Average Exercise Price
	Unaudited			Unaudited
Outstanding as of January 1, 2022		16,295,083			0.040
Granted		-			-
Forfeited or expired		-			-
Outstanding as of March 31, 2022		16,295,083			0.040
Exercisable as of March 31, 2022		2,138,525			0.053
Outstanding as of January 1, 2021		3,682,818			0.663
Granted		-			-
Forfeited or expired		(1,137,735	)		0.003
Outstanding as of March 31, 2021		2,545,083			0.095
Exercisable as of March 31, 2021		254,508			0.095

In November 2020, the parties agreed to amend the Facility to reduce the cost of funding to Todos Medical USA, and to make the relationship between Corona and Toledo nonexclusive in exchange for Toledo being granted a percentage of Corona’s revenues from diagnostic testing (the “Royalty Agreement”).

~~As of~~On ~~March~~January 317, 2022, Toledo filed a complaint against Corona, Todos Medical USA, and the ~~aggregate~~Company ~~intrinsic~~(the ~~value~~“Todos Defendants”), seeking unspecified damages for ~~the~~breach ~~stock~~of ~~options~~the aforesaid ~~outstanding~~agreements and ~~exercisable~~claiming ~~according~~that toat least $0139,000 is due under the Royalty Agreement.02 The Todos Defendants filed an answer and ~~price~~counterclaim ~~per~~on ~~share~~February is9, $02022, ~~with~~ awherein ~~weighted~~various ~~average~~affirmative ~~remaining~~defenses ~~contractual~~were ~~life~~asserted, the allegations of ~~4.2~~the complaint were denied, and ~~years~~the Company asserted counterclaims for breach of contract and other relief.

BOn April 7, 2022, the Company and Toledo signed a Settlement Agreement pursuant to which upon execution of the agreement the Company shall pay Toledo $130 and shall issue to Toledo $200 worth of ordinary shares. Upon ~~RESTRICTED~~delivery ~~STOCK~~of ~~UNITS~~the cash payment and shares the parties shall file and discontinue the compliant file by Toledo on January 7, 2022 and Toledo irrevocably and unconditionally, release and discharge the Company from the Receivables Financing Agreement and the Royalty Agreement. The company recorded an income of $153 in the second quarter of 2022, as a result of the cancelation of prior agreements.

~~The Company issues restricted stock units (“RSU”) under the 2015 Plan to employees and non~~F-~~employees. The following table outlines the restricted stock awards activity for the Company’s during the periods of three months ended March 31, 2022 and 2021:~~15

~~SCHEDULE OF~~Table ~~RESTRICTED~~of ~~STOCK UNITS~~ Contents

	Number of RSU’s
	Unaudited
Outstanding as of January 1, 2022		41,967,152
Granted		10,000,000
Vested		(3,782,699	)
Forfeited or expired		-
Outstanding as of March 31, 2022		48,184,453
Weighted average grant date fair value of restricted stock awards granted during the period		0.029
Outstanding as of January 1, 2021		9,687,500
Granted		-
Vested		(1,562,500	)
Forfeited or expired		-
Outstanding as of March 31, 2021		8,125,000

TODOS MEDICAL LTD.

~~F-15~~NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

~~Table~~(U.S. dollars ofin ~~Contents~~thousands)

~~TODOS~~NOTE ~~MEDICAL~~4 ~~LTD.~~- OTHER CURRENT LIABILITIES

~~NOTES~~ SCHEDULE TOOF ~~CONDENSED~~OTHER ~~CONSOLIDATED~~CURRENT ~~FINANCIAL STATEMENTS (Cont.)~~LIABILITIES

(U.S. dollars in thousands)

	As of June 30, 2022		As of December 31, 2021
	Unaudited
Accrued payroll and related taxes	$	235	$	208
Provision for vacation		60		67
Management and directors		1,432		1,752
Accrued expenses and other accounts payables		1,845		2,257
Other current liabilities	$	3,572	$	4,284

NOTE 5 –- ~~FINANCING~~STOCK ~~EXPENSES,~~BASED ~~NET~~COMPENSATION

~~SCHEDULE~~Stock-based OFcompensation ~~FINANCING~~expenses ~~EXPENSES~~incurred for employees (and directors) and non-employees for the period of six and three months ended June 30, 2022, amounted to $2,221 and $623, respectively.

	Three months period ended March 31,
	2022			2021
	Unaudited			Unaudited
Modification of terms relating to straight loan transaction	$	-		$	(6	)
Amortization of discounts and accrued interest on convertible bridge loans		6,127			15,033
Amortization of discounts and accrued interest on straight loans		164			861
Change in fair value of derivative warrants liability and fair value of warrants expired		-			(201	)
Change in fair value of liability related to conversion feature of convertible bridge loans		(3,431	)		(977	)
Direct and incremental issuance costs allocated to conversion feature of convertible bridge loan		-			169
Settlement in cash of prepayment obligation related to convertible bridge loan		-			182
Interest and related royalties under receivables financing facility		(153	)		238
Amortization of prepaid expenses related to commitment shares in connection with receivables financing facility and equity line		567			293
Exchange rate differences and other finance expenses		197			62
Financing (income) expenses, net	$	3,471		$	15,654

A. STOCK OPTIONS

~~NOTE~~On 6January –11, ~~TAXES~~2016, ONthe ~~INCOME~~Company’s Board of Directors approved and adopted the Todos Medical Ltd. 2015 Israeli Share Option Plan (the “2015 Plan”), pursuant to which the Company’s Board of Directors may award stock options to purchase its ordinary shares to designated participants. Subject to the terms and conditions of the 2015 Plan, the Company’s Board of Directors has full authority in its discretion, from time to time and at any time, to determine (i) the designate participants; (ii) the terms and provisions of the respective Option Agreements, including, but not limited to, the number of Options to be granted to each Optionee, the number of Shares to be covered by each Option, provisions concerning the time and the extent to which the Options may be exercised and the nature and duration of restrictions as to the transferability or restrictions constituting substantial risk of forfeiture and to cancel or suspend awards, as necessary; (iii) determine the Fair Market Value of the Shares covered by each Option; (iv) make an election as to the type of Approved 102 Option under Israeli IRS law; (v) designate the type of Options; (vi) take any measures, and to take actions, as deemed necessary or advisable for the administration and implementation of the 2015 Plan; (vii) interpret the provisions of the 2015 Plan and to amend from time to time the terms of the 2015 Plan.

A.The 2015 ~~Deferred~~Plan ~~income~~permits ~~taxes~~grant ~~reflect~~of ~~the~~up ~~net~~to ~~tax~~6,000,000 ~~effects~~options ofto ~~net~~purchase ~~operating~~ordinary ~~loss~~shares ~~and~~subject ~~temporary~~to ~~differences~~adjustments ~~between~~set in the ~~carrying~~2015 ~~amounts~~Plan. As of ~~assets~~June 30, ~~and~~2022, ~~liabilities~~there ~~for~~were ~~financial~~2,338,838 ~~reporting~~ordinary ~~purposes~~shares ~~and~~available ~~the amounts used~~ for ~~income~~future ~~tax~~issuance ~~purposes.~~under ~~Significant components of~~ the ~~Company’s~~2015 ~~deferred tax assets are as follows:~~Plan.

~~SCHEDULE~~The OFfollowing ~~DEFERRED~~table ~~TAX~~presents ~~ASSETS~~the Company’s stock option activity for employees and directors of the Company during the periods of six months ended June 30, 2022 and 2021:

	As of March 31,
	2022
	Unaudited
Composition of deferred tax assets:
Net operating loss carry-forward	$	6,747
Research and development credits		-
Allowance for Bad Debt
Others		-
Net deferred tax asset before deferred tax liabilities and valuation allowance		6,747
Composition of deferred tax liabilities:
Intangible assets upon acquisition of subsidiary		284
Depreciation costs		197
Net deferred tax asset before valuation allowance		6,266
Valuation allowance		(6,550	)
Net deferred tax liability		(284	)

SCHEDULE OF STOCK OPTION ACTIVITY

In assessing the realization of deferred tax assets, management considers whether it is more likely than not that all or some portion of the deferred tax assets will not be realized. The ultimate realization of the deferred tax assets is dependent upon the generation of future taxable income during the periods in which temporary differences are deductible and net operating losses are utilized. Based on consideration of these factors, the Company recorded a full valuation allowance as of March 31, 2022.

	Number of Options			Weighted Average Exercise Price
	Unaudited			Unaudited

Outstanding as of January 1, 2022		16,295,083			0.040
Granted		-			-
Forfeited or expired		-			-
Outstanding as of March 31, 2021		16,295,083			0.040
Granted		-			-
Forfeited or expired		-			-
Outstanding as of June 30, 2022		16,295,083			0.040
Exercisable as of June 30, 2022		2,953,279			0.050

Outstanding as of January 1, 2021		3,682,818			0.663
Granted		-			-
Forfeited or expired		(1,137,735	)		0.003
Outstanding as of March 31, 2021		2,545,083			0.095
Granted		-			-
Forfeited or expired		-			-
Outstanding as of June 30, 2021		2,545,083			0.095
Exercisable as of June 30, 2021		381,762			0.095

~~F-16~~As of June 30, 2022, the aggregate intrinsic value for the stock options outstanding and exercisable according to $0.012 price per share is $0, with a weighted average remaining contractual life of 3.9 years.

~~Table of Contents~~F-16

~~TODOS MEDICAL~~Table ~~LTD.~~of Contents

~~NOTES~~TODOS TOMEDICAL ~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont~~LTD.)

~~(U.S.~~NOTES ~~dollars~~TO inCONDENSED ~~thousands~~CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

B(U.S. dollars ~~For~~in ~~the period of three months ended March 31, 2022, the following table reconciles the statutory income tax rate to the effective income tax rate:~~thousands)

~~SCHEDULE~~B. OFRESTRICTED ~~RECONCILE~~STOCK ~~THE STATUTORY INCOME TAX RATE TO EFFECTIVE INCOME TAX RATE~~UNITS

	Three months ended March 31,
	2022
	Unaudited
Tax rate		23	%
Tax expense (benefit) at statutory rate	$	(1,579	)
Tax rate differential		25
Permanent differences with respect to stock-based compensation		359
Permanent differences with respect to derivative warrants liabilities, bifurcated conversion feature and convertible loans		613
Others
Loss carryforwards and others		582
Income tax expense (benefit)	$	-

The Company issues restricted stock units (“RSU”) under the 2015 Plan to employees and non-employees. The following table outlines the restricted stock awards activity for the Company’s during the periods of three months ended June 30, 2022 and 2021:

~~F-17~~ SCHEDULE OF RESTRICTED STOCK UNITS

Table of Contents

	Number of RSU’s
	Unaudited

Outstanding as of January 1, 2022		41,967,152
Granted		10,000,000
Vested		(3,782,699	)
Forfeited or expired		-
Outstanding as of March 31, 2022		48,184,453
Granted		-
Vested		(7,220,199)
Outstanding as of June 30, 2022		40,964,254
Weighted average grant date fair value of restricted stock awards granted during the period		0.029

Outstanding as of January 1, 2021		9,687,500
Granted		-
Vested		(1,562,500	)
Forfeited or expired		-
Outstanding as of March 31, 2021		8,125,000
Granted		-
Vested		(1,562,500	)
Forfeited or expired		-
Outstanding as of June 30, 2021		6,562,500

~~TODOS~~Weighted ~~MEDICAL~~average ~~LTD~~grant date fair value of restricted stock awards granted during the six months period ended June 30, 2022 was $0.029.

~~NOTES~~NOTE TO6 ~~CONDENSED~~- ~~CONSOLIDATED~~FINANCING ~~FINANCIAL~~EXPENSES ~~STATEMENTS~~ (~~Cont.~~INCOME), NET

~~(U.S.~~ SCHEDULE ~~dollars~~OF inFINANCING ~~thousands~~EXPENSES (INCOME) NET

NOTE 7 – SEGMENT REPORTING


	Six months period ended June 30,						Three months period ended June 30,
	2022			2021			2022				2021
	Unaudited			Unaudited			Unaudited				Unaudited

Modification of terms relating to straight loan transaction	$	-		$	88		$	-		$	94
Amortization of discounts and accrued interest on convertible bridge loans		9,779			13,648			3,652			(1,386	)
Amortization of discounts and accrued interest on straight loans		633			653			469			(208	)
Change in fair value of derivative warrants liability and fair value of warrants expired		-			(294	)		-			(294	)
Change in fair value of liability related to conversion feature of convertible bridge loans		(3,614	)		(4,307	)		(183	)		(3,330	)
Settlement in cash of prepayment obligation related to convertible bridge loan		-			182			-			(12	)
Interest and related royalties under receivables financing facility		(153	)		311			-			73
Amortization of prepaid expenses related to revolving line of credit agreement		710			293			173			-
Exchange rate differences and other finance expenses		521			(89	)		293			(108	)
Financing (income) expenses, net	$	7,876		$	10,485		$	4,404		$	(5,171	)

~~A. General information~~F-17

~~Commencing 2020,~~Table ~~the operations~~ of the Company are conducted through three different core activities: Breast Cancer Test (TM-B1, TM-B2), Alzheimer and COVID-19 testing, each of which are operating segments. These activities also represent the reportable segments of the Group.Contents

~~The~~TODOS ~~reportable~~MEDICAL ~~segments are viewed and evaluated separately by Company management, since the marketing strategies, processes and expected long term financial performances of the segments are different~~LTD.

B.NOTES TO ~~Information~~CONDENSED ~~about~~CONSOLIDATED ~~reported~~FINANCIAL ~~segment~~STATEMENTS ~~profit or loss and assets~~(Cont.)

~~SCHEDULE~~(U.S. OFdollars ~~INFORMATION~~in ~~ABOUT REPORTED SEGMENT PROFIT OR LOSS AND ASSETS~~thousands)

						COVID-19
	Breast Cancer Test			Alzheimer		Testing and related products			Un-allocated			Total
	Unaudited
Three months ended March 31, 2022
Revenues		-			-		2,199			-			2,199
Operating loss		(1,107	)		-		(1,303	)		(1,707	)		(4,117	)
Unallocated amounts:
Financing expenses, net										(3,471	)		(3,471	)
Share in losses of affiliated companies accounted for under equity method, net										-			-
Net loss		(1,107	)		-		(1,303	)		(5,178	)		(7,588	)

NOTE 7 - TAXES ON INCOME

~~The evaluation~~A. Deferred income taxes reflect the net tax effects of ~~performance~~net isoperating ~~based~~loss onand temporary differences between the ~~operating~~carrying ~~income~~amounts of ~~each~~assets ofand liabilities for financial reporting purposes and the ~~three~~amounts ~~reportable~~used ~~segments~~for income tax purposes. Significant components of the Company’s deferred tax assets are as follows:

~~Accounting policies~~ SCHEDULE ofOF ~~the~~DEFERRED ~~segments~~TAX ~~are the same as those described in the accounting policies applied in the consolidated financial statements.~~ASSETS

Due to the reportable segments’ nature, there have been no inter-segment sales or transfers during the reported periods.


	As of June 30,
	2022				2021
Composition of deferred tax assets:	Unaudited				Unaudited
Net operating loss carry-forward	$	8,250		$	5,823
Research and development credits		-			1,879
Allowance for Bad Debt		-			90
Others		-			-
Net deferred tax asset before deferred tax liabilities and valuation allowance		8,250			7,792

Composition of deferred tax liabilities:
Intangible assets upon acquisition of subsidiary		(315	)		(315	)
Depreciation costs		(82	)		(81	)
Net deferred tax asset before valuation allowance		7,853			7,396

Valuation allowance		(7,538	)		7,081
Net deferred tax assets		(315	)		(315	)

~~Financing~~In ~~expenses~~assessing the realization of deferred tax assets, ~~net~~management ~~and~~considers ~~the~~whether ~~share~~it ofis ~~the~~more ~~Company~~likely inthan ~~losses~~not that all or some portion of the ~~affiliated~~deferred ~~companies~~tax ~~were~~assets will not ~~allocated~~be torealized. The ultimate realization of the ~~reportable~~deferred ~~segments,~~tax ~~since~~assets ~~these~~is dependent upon the generation of ~~items~~future taxable income during the periods in which temporary differences are ~~carried~~deductible and ~~evaluated~~net operating losses are utilized. Based on consideration of these factors, the ~~enterprise~~Company ~~level~~recorded a full valuation allowance as of June 30, 2022.

~~Management has~~B. ~~determined~~For ~~that~~the ~~none~~period of ~~the~~six ~~equity~~months ~~method~~ended ~~investees~~June is30, ~~eligible~~2022, tothe befollowing ~~considered~~table asreconciles ~~reportable~~the ~~segment~~statutory asincome ~~they~~tax dorate ~~not~~to ~~meet~~ the ~~criteria in~~effective ~~ASC~~income ~~Topic~~tax ~~280-10-50 (or they did not commence their operations)..~~rate:

C. SCHEDULE ~~Revenues~~OF byRECONCILE ~~geographic~~THE ~~region~~STATUTORY ~~are~~INCOME asTAX ~~follows:~~RATE TO EFFECTIVE INCOME TAX RATE

SUMMARY OF REVENUES BY GEOGRAPHIC REGION


	Six months ended June 30,
	2022				2021
	Unaudited				Unaudited

Tax rate		23	%		23	%

Tax expense (benefit) at statutory rate	$	(3,319	)	$	(3,260	)
Tax rate differential		37			15
Permanent differences with respect to stock-based compensation		509			92
Permanent differences with respect to derivative warrants liabilities, bifurcated conversion feature and convertible loans		701			2,080
Loss carryforwards and others		2,072			1,073
Income tax expense (benefit)	$	-		$	-

	Three months period ended March 31,
	2022		2021
	Unaudited
Israel	$	-	$	-
United States		2,199		5,031
Total		2,199		5,031

F-18

~~F-18~~Table of Contents

~~Table~~TODOS MEDICAL ~~of Contents~~LTD.

~~TODOS~~NOTES ~~MEDICAL~~TO ~~LTD~~CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

~~NOTES~~(U.S. TOdollars ~~CONDENSED~~in ~~CONSOLIDATED FINANCIAL STATEMENTS (Cont.~~thousands)

~~(U.S.~~NOTE ~~dollars~~8 in– ~~thousands)~~SEGMENT REPORTING

DA. ~~Property~~General ~~and equipment, net, by geographic areas:~~information

	As of March 31,		As of December 31,
	2022		2021
	Unaudited
Israel	$	31	$	34
United States		2,082		2,011
Property and equipment, net	$	2,113	$	2,045

Commencing 2020, the operations of the Company are conducted through three different core activities: Breast Cancer Test (TM-B1, TM-B2), Alzheimer and COVID-19 testing, each of which are operating segments. These activities also represent the reportable segments of the Group.

E.The reportable ~~Major~~segments ~~customers~~are viewed and evaluated separately by Company management, since the marketing strategies, processes and expected long term financial performances of the segments are different.

~~SCHEDULE OF~~B. ~~MAJOR~~Information ~~CUSTOMER~~about reported segment profit or loss and assets

	As of March 31,
	2022			2021
Client A		-			85.3	%
Client B		27.2	%		-
Client D		11.2	%		-
Total		38.4	%		85.3	%

NOTE 8 – EVENTS SUBSEQUENT TO THE BALANCE SHEET DATE


						COVID-19
	Breast Cancer Test			Alzheimer		Testing and related products			Un-allocated			Total
	Unaudited
Six months ended June 30, 2022
Revenues		-			-		4,378			-			4,378
Operating loss		(1,527	)		-		(1,468	)		(3,133	)		(6,128	)
Unallocated amounts:
Financing expenses, net										(7,876	)		(7,876	)
Other losses										(396	)		(396	)
Share in losses of affiliated companies accounted for under equity method, net										-			-
Net loss		(1,527	)		-		(1,468	)		(11,405	)		(14,400	)

The ~~Company~~evaluation ~~evaluated~~of ~~all~~performance ~~events~~is ~~and~~based ~~transactions~~on ~~that occurred subsequent to~~ the ~~balance~~operating ~~sheet~~income ~~date~~of ~~and~~each ~~prior~~of to the ~~date~~three onreportable ~~which these unaudited condensed consolidated financial statements were issued, and determined that no events required disclosure~~segments.

~~F-19~~Accounting policies of the segments are the same as those described in the accounting policies applied in the consolidated financial statements.

~~Table~~Due to ofthe ~~Contents~~reportable segments’ nature, there have been no inter-segment sales or transfers during the reported periods.

~~ITEM~~Financing 2.expenses, ~~MANAGEMENT’S~~net ~~DISCUSSION~~and ~~AND~~the ~~ANALYSIS~~share OFof ~~FINANCIAL~~the ~~CONDITION~~Company ~~AND~~in ~~RESULTS~~losses OFof ~~OPERATIONS~~affiliated companies were not allocated to the reportable segments, since these items are carried and evaluated on the enterprise level.

~~The~~Management ~~following~~has ~~discussion~~determined ~~and~~that ~~analysis~~none ~~should be read in conjunction with our financial statements and related notes included elsewhere in this quarterly report on Form 10-Q. This discussion and other parts~~ of ~~this quarterly report on Form 10-Q contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results and~~ the ~~timing~~equity ofmethod ~~selected~~investees ~~events~~is ~~could~~eligible ~~differ materially~~to ~~from~~be ~~those~~considered ~~anticipated~~as inreportable ~~these~~segment ~~forward-looking statements~~ as athey ~~result~~do ofnot ~~several~~meet ~~factors,~~the ~~including those set forth under~~criteria ~~“Risk Factors” and elsewhere~~ in ~~this~~ASC ~~quarterly~~Topic ~~report on Form~~ 280-10-Q.50 We(or ~~report~~they ~~financial~~did ~~information~~not ~~under~~commence UStheir ~~GAAP and our financial statements were prepared in accordance with generally accepted accounting principles in the United States~~operations)..

~~Overview~~C. Revenues by geographic region are as follows:

● SUMMARY OF ~~Todos~~REVENUES ~~Medical~~BY ~~Ltd.~~GEOGRAPHIC (“Todos Medical,” the “Company,” “we,” “our,” “us”), is an in vitro diagnostics company focused on distributing comprehensive solutions for COVID-19 screening and diagnosis and developing blood tests for the early detection of cancer and Alzheimer’s disease. ● Todos has entered into distribution agreements with companies to distribute certain novel coronavirus (COVID-19) test kits. The agreements cover multiple international suppliers of PCR testing kits and related materials and supplies, as well as antibody testing kits from multiple manufacturers after completing validation of said testing kits and supplies in its partner CLIA/CAP certified laboratory in the United States. Todos has combined the PCR testing kits with automated lab equipment to create lab workflows capable of performing up to 40,000 PCR tests per day. Todos has entered into supply agreements with CLIA/CAP certified laboratories in the United States to deploy these PCR workflows. Todos has formed strategic partnerships with Meridian Health and other strategic partners to deploy COVID-19 antigen and antibody testing in the United States. Additionally, the Company is developing a lab-based COVID-19 3CL protease test to determine whether a COVID-19 positive patient remains contagious after quarantine is complete and is further developing point-of-care-based embodiments of the lab test for use in screening programs worldwide. ● In December 2020, Todos announced the commercial launch of its proprietary 3CL protease inhibitor dietary supplement Tollovid™ at The Alchemist’s Kitchen in SoHo district in Manhattan, New York. Tollovid, a mix of botanical extracts, is being targeted to support healthy immune function against circulating coronaviruses. Tollovid’s mechanism of action is to inhibit the activity of the 3CL protease, a key protease required for the intracellular replication of coronaviruses. Tollovid was granted a Certificate of Free Sale by the US Food & Drug Administration in August 2020, allowing its commercial sale anywhere in the United States. ● On March 11, 2022, we entered into a Share Purchase Agreement with 3CL Sciences Ltd. (“3CL”) and NLC Pharma Ltd. (“NLC”), pursuant to which we will acquire 52% of the issued and outstanding shares of 3CL and NLC will acquire 48% of the issued and outstanding shares of 3CL (the “Share Purchase Agreement”). Immediately prior to entering into the Share Purchase Agreement, NLC conveyed to 3CL all of the therapeutic, diagnostic, dietary supplement and pharmaceutical assets from NLC that relate to 3CL protease biology (which is used in the development, manufacture, sale and distribution of Tollovid™ and Tollovir™). ● Additionally, the Company’s patented Todos Biochemical Infrared Analyses (TBIA) is a cancer-screening technology using peripheral blood analysis that deploys deep examination into cancer’s influence on the immune system, looking for biochemical changes in blood mononuclear cells and plasma. Todos’ two internally developed cancer-screening tests, TMB-1 and TMB-2 have received a CE mark in Europe. ● In the second quarter of 2021, Todos purchased rights to Provista Diagnostics, Inc.’s Alpharetta, Georgia-based CLIA/CAP certified lab and Provista’s proprietary commercial-stage Videssa® breast cancer blood test. ● Todos is also developing blood tests for the early detection of neurodegenerative disorders, such as Alzheimer’s disease. ● In July 2020, Todos completed the acquisition of Breakthrough Diagnostics, Inc., the owner of the LymPro Test intellectual property, from Amarantus Bioscience Holdings, Inc.REGION

		2022		2021		2022		2021
	Six months period ended June 30,				Three months period ended June 30,
	2022		2021		2022		2021
	Unaudited				Unaudited
Israel	$	-	$	-	$	-	$	-
United States		4,378		6,199		2,179		1,732
Total		4,378		6,199		2,179		1,732

~~Table of Contents~~F-19

~~Products~~Table of Contents

●TODOS MEDICAL ~~Through 3CL Sciences Ltd~~LTD. (“3CL”), we are in the development phase of our own antiviral, Tollovir™, a potent 3CL protease inhibitor for the treatment of hospitalized COVID-19 patients, which is currently undergoing a Phase 2 clinical trial in Israel with plans to expand the clinical development program to India. We believe that government recognition of the need for antivirals to treat COVID-19 will provide a significant tailwind for the development of our Tollovir™ anti-viral that is currently undergoing a Phase 2 clinical trial in Israel with plans progressing rapidly to expand the clinical development program to India. As part of the ongoing scientific effort to further elucidate the mechanisms that have enabled Tollovir to achieve its very positive early clinical results, NLC Pharma identified an anti-inflammatory mechanism of action of Tollovir to complement its 3CL protease inhibiting mechanism. This dual mechanism of action helps explain the significant reduction in symptoms and the biomarker C Reactive Protein (CRP) that was documented in the earliest clinical COVID-19 data sets produced in Israel, which could not be explained by a reduction in viral load alone likely caused by Tollovir’s 3CL protease inhibiting mechanism. ● The Company’s 3CL protease inhibitor botanical product, Tollovid, is a dietary supplement that helps to support and maintain healthy immune function. This technology will potentially have a significant impact for the development of virus targeting therapeutic development strategies, as well as clearance for return to life activities post-infection. We are very pleased that the Company’s dietary supplement Tollovid, which provides immune support as a protease inhibitor, received FDA authorization for a new 5-day dosing regimen in April 2021. We believe this authorization underscores the emerging need in the marketplace for immune support supplements supported by strong scientific and safety data, as well as provides international regulatory authorities with a high degree of comfort of Tollovid’s safety profile. ● In October 2021, we announced positive clinical validation data for our 3CL protease biomarker assay TolloTest™ in a clinical study evaluating its sensitivity compared with PCR in hospitalized COVID-19 patients, patients hospitalized for conditions other than COVID-19 and individuals exposed to confirmed COVID-19 subjects in the community outpatient setting and healthy controls. The results clinically validated the sensitivity of the 3CL protease biomarker compared with SARS-CoV-2 PCR, confirmed positive results in both the hospital and outpatient setting, and provided key insights on the potential role the 3CL protease biomarker could play in assessing the COVID infectivity status of infected patients being released from quarantine and opening the diagnostic window to include earlier diagnosis of individuals from time of time known exposure. The Company sees multiple use cases for the 3CL protease biomarker as an adjunct to both PCR testing and antigen testing for SARS-CoV-2. ● Our two most advanced blood tests for cancer are for the screening and diagnosis of breast cancer. TM-B1 is our breast cancer test for the screening and diagnosis of breast cancer in all women, and TM-B2 is our breast cancer test for the screening and diagnosis of breast cancer in women who have ‘dense breasts.’ Dense breasts, medically categorized as BI-RADS 3 and BI-RADS 4, make mammograms largely ineffective because the biophysical structure of the breast does not allow high enough resolution on the mammogram X-ray to determine whether or not a tumor is present, leading to potentially unnecessary additional imaging tests and breast biopsies in women who have dense breasts. ● Additionally, our TMC blood test is for the screening and diagnosis of colon cancer. ● The Lymphocyte Proliferation Test (LymPro Test™) is a diagnostic blood test that determines the ability of peripheral blood lymphocytes (PBLs) and monocytes to withstand an exogenous mitogenic stimulation that induces them to enter the cell cycle. It is believed that certain diseases, most notably Alzheimer’s disease, are the result of compromised cellular machinery that leads to aberrant cell cycle re-entry by neurons, which then leads to apoptosis. LymPro is novel in the use of peripheral blood lymphocytes as a surrogate for neuronal cell function, suggesting a common relationship between PBLs and neurons in the brain.

5NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS (Cont.)

~~Table~~(U.S. dollars ofin ~~Contents~~thousands)

~~Operating~~NOTE ~~Results~~8 – SEGMENT REPORTING (continue)

~~Revenues~~D. Property and equipment, net, by geographic areas:

During the three months ended March 31, 2022, we generated revenues of $2,199,456, compared to $5,031,097 in revenues during the three months ended March 31, 2021. Such revenues were generated by the Company and through our U.S. subsidiaries, Corona Diagnostics, LLC and Provista Diagnostics, Inc.

	2022		2021
	As of June 30,		As of December 31,
	2022		2021
	Unaudited
Israel	$	28	$	34
United States		1,703		2,011
Property and equipment, net	$	1,731	$	2,045

~~Operating Expenses~~E. Major customers

~~Our~~ SCHEDULE ~~current~~OF ~~operating~~MAJOR ~~expenses consist of four components - cost of revenues, research and development expenses, marketing expenses and general and administrative expenses.~~CUSTOMER

Cost of revenues

	2022			2021
	As of June 30,
	2022			2021
Client A		-			62.1	%
Client B		16.2	%		8.2	%
Client C		1.7	%		11.4	%
Client D		11.3	%		0.2	%
Total		29.2	%		81.9	%

~~Our cost of revenues consists primarily of materials, depreciation and other related cost of revenues expenses.~~F-20

~~The following~~Table ~~table discloses the breakdown~~ of ~~cost of revenues:~~Contents

	Three Months Ended March 31
	2022		2021
Materials and other costs	$	1,144,337	$	3,086,314
Depreciation		172,778		148,815
Total	$	1,317,115	$	3,235,129

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

~~Research~~The following discussion and ~~Development~~analysis ~~Expenses~~should be read in conjunction with our financial statements and related notes included elsewhere in this quarterly report on Form 10-Q. This discussion and other parts of this quarterly report on Form 10-Q contain forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results and the timing of selected events could differ materially from those anticipated in these forward-looking statements as a result of several factors, including those set forth under “Risk Factors” and elsewhere in this quarterly report on Form 10-Q. We report financial information under US GAAP and our financial statements were prepared in accordance with generally accepted accounting principles in the United States.

~~Our research and development expenses consist primarily of salaries and related personnel expenses, subcontracted work and consulting and other related research and development expenses.~~Overview

6● Todos Medical Ltd. (“Todos Medical,” the “Company,” “we,” “our,” “us”), is an in vitro diagnostics company focused on distributing comprehensive solutions for COVID-19 screening and diagnosis and developing blood tests for the early detection of cancer and Alzheimer’s disease. ● Todos has entered into distribution agreements with companies to distribute certain novel coronavirus (COVID-19) test kits. The agreements cover multiple international suppliers of PCR testing kits and related materials and supplies, as well as antibody testing kits from multiple manufacturers after completing validation of said testing kits and supplies in its partner CLIA/CAP certified laboratory in the United States. Todos has combined the PCR testing kits with automated lab equipment to create lab workflows capable of performing up to 40,000 PCR tests per day. Todos has entered into supply agreements with CLIA/CAP certified laboratories in the United States to deploy these PCR workflows. Todos has formed strategic partnerships with Meridian Health and other strategic partners to deploy COVID-19 antigen and antibody testing in the United States. Additionally, the Company is developing a lab-based COVID-19 3CL protease test to determine whether a COVID-19 positive patient remains contagious after quarantine is complete and is further developing point-of-care-based embodiments of the lab test for use in screening programs worldwide. ● In December 2020, Todos announced the commercial launch of its proprietary 3CL protease inhibitor dietary supplement Tollovid™ at The Alchemist’s Kitchen in SoHo district in Manhattan, New York. Tollovid, a mix of botanical extracts, is being targeted to support healthy immune function against circulating coronaviruses. Tollovid’s mechanism of action is to inhibit the activity of the 3CL protease, a key protease required for the intracellular replication of coronaviruses. Tollovid was granted a Certificate of Free Sale by the US Food & Drug Administration in August 2020, allowing its commercial sale anywhere in the United States. ● On March 11, 2022, the Company entered into a Share Purchase Agreement (the “SPA”) with 3CL Sciences Ltd. (“3CL”), an Israeli corporation, and NLC Pharma Ltd. (“NLC”), an Israeli corporation, pursuant to which (a) 3CL Sciences will purchase all therapeutic, diagnostic, dietary supplement and pharmaceutical assets from NLC that relate to 3CL protease biology (which is used in the development, manufacture, sale and distribution of Tollovid™ and Tollovir™) from NLC in exchange for a 100% equity interest in 3CL, (b) 3CL will allot 30.5% of its shares to the Company in exchange for a total cash commitment of $8 million, (c) NLC will sell 7.54% of 3CL’s issued and outstanding shares to the Company in exchange for a total cash commitment of $2 million, and (d) NLC will exchange 14.31% of 3CL’s issued and outstanding shares for shares of the Company having a market value of $3,800,000 on the day prior to the Closing, such that the Company will own 52% of 3CL’s issued and outstanding share capital and NLC will own 48% of 3CL’s issued and outstanding share capital. The Company and NLC have agreed to identify a seasoned biopharmaceutical CEO to manage 3CL going forward. The board of directors of 3CL Sciences will be made up of five (5) individuals: three (3) appointed by the Company and two (2) appointed by NLC. On August 3, 2022, we announced that our CLIA/CAP-certified laboratory Provista Diagnostics has initiated a validation plan for PCR-based MonkeyPox testing. Under the plan, the Company is validating multiple PCR assays for MonkeyPox and will launch the most sensitive for lesion-based and saliva-based sample collections. While lesion-based testing is the current standard of care according to CDC guidelines, saliva-based sample collection is currently undergoing intense research that could open up the potential for testing of asymptomatic or very early-stage patients at high risk of severe disease (such as immunocompromised patients) that could result in earlier diagnosis and early intervention with therapeutic drugs such as Tecovirimat (TPOXX). TPOXX is an investigational drug candidate, and currently only available under an expanded access Investigational New Drug (EA-IND) protocol. The MonkeyPox tests are being developed as Laboratory Developed Tests (LDTs). A recent peer-reviewed article describing strong correlation of the sensitivity of lesion and saliva-based PCR testing was recently published in the journal Eurosurveillance. ● Additionally, the Company’s patented Todos Biochemical Infrared Analyses (TBIA) is a cancer-screening technology using peripheral blood analysis that deploys deep examination into cancer’s influence on the immune system, looking for biochemical changes in blood mononuclear cells and plasma. Todos’ two internally developed cancer-screening tests, TMB-1 and TMB-2 have received a CE mark in Europe. ● In the second quarter of 2021, Todos purchased rights to Provista Diagnostics, Inc.’s Alpharetta, Georgia-based CLIA/CAP certified lab and Provista’s proprietary commercial-stage Videssa® breast cancer blood test. ● Todos is also developing blood tests for the early detection of neurodegenerative disorders, such as Alzheimer’s disease. ● In July 2020, Todos completed the acquisition of Breakthrough Diagnostics, Inc., the owner of the LymPro Test intellectual property, from Amarantus Bioscience Holdings, Inc.

~~Table of Contents~~4

~~The following~~Table ~~table discloses the breakdown~~ of ~~research and development expenses:~~Contents

	Three Months Ended March 31
	2022		2021
Professional fees	$	71,332	$	100,234
Laboratory and materials		366,217		602,567
Depreciation		3,589		7,425
Insurance and other expenses		1,117		2,380
Total	$	442,255	$	712,606

Products

● Through 3CL Sciences Ltd. (“3CL”), we are in the development phase of our own antiviral, Tollovir™, a potent 3CL protease inhibitor for the treatment of hospitalized COVID-19 patients, which is currently undergoing a Phase 2 clinical trial in Israel with plans to expand the clinical development program to India. We ~~expect~~ believe that government recognition of the need for antivirals to treat COVID-19 will provide a significant tailwind for the development of our ~~research~~Tollovir™ ~~and~~anti-viral that is currently undergoing a Phase 2 clinical trial in Israel with plans progressing rapidly to expand the clinical development ~~expenses~~program to India. As part of the ongoing scientific effort to further elucidate the mechanisms that have enabled Tollovir to achieve its very positive early clinical results, NLC Pharma identified an anti-inflammatory mechanism of action of Tollovir to complement its 3CL protease inhibiting mechanism. This dual mechanism of action helps explain the significant reduction in symptoms and the biomarker C Reactive Protein (CRP) that was documented in the earliest clinical COVID-19 data sets produced in Israel, which could not be explained by a reduction in viral load alone likely caused by Tollovir’s 3CL protease inhibiting mechanism. ● The Company’s 3CL protease inhibitor botanical product, Tollovid, is a dietary supplement that helps to support and maintain healthy immune function. This technology will ~~materially~~potentially ~~increase~~have a significant impact for the development of virus targeting therapeutic development strategies, as well as clearance for return to life activities post-infection. We are very pleased that the Company’s dietary supplement Tollovid, which provides immune support as a protease inhibitor, received FDA authorization for a new 5-day dosing regimen in April 2021. We believe this authorization underscores the emerging need in the marketplace for immune support supplements supported by strong scientific and safety data, as well as provides international regulatory authorities with a high degree of comfort of Tollovid’s safety profile. ● In October 2021, we ~~plan~~announced positive clinical validation data for our 3CL protease biomarker assay TolloTest™ in a clinical study evaluating its sensitivity compared with PCR in hospitalized COVID-19 patients, patients hospitalized for conditions other than COVID-19 and individuals exposed to ~~rapidly~~confirmed ~~recruit~~COVID-19 ~~more~~subjects ~~employees~~in the community outpatient setting and healthy controls. The results clinically validated the sensitivity of the 3CL protease biomarker compared with SARS-CoV-2 PCR, confirmed positive results in ~~order~~both the hospital and outpatient setting, and provided key insights on the potential role the 3CL protease biomarker could play in assessing the COVID infectivity status of infected patients being released from quarantine and opening the diagnostic window to ~~accelerate~~ include earlier diagnosis of individuals from time of time known exposure. The Company sees multiple use cases for the 3CL protease biomarker as an adjunct to both PCR testing and antigen testing for SARS-CoV-2. ● Our two most advanced blood tests for cancer are for the screening and diagnosis of breast cancer. TM-B1 is our ~~research~~breast cancer test for the screening and ~~development~~diagnosis ~~efforts~~of breast cancer in all women, and TM-B2 is our breast cancer test for the screening and diagnosis of breast cancer in women who have ‘dense breasts.’ Dense breasts, medically categorized as BI-RADS 3 and BI-RADS 4, make mammograms largely ineffective because the biophysical structure of the breast does not allow high enough resolution on the mammogram X-ray to determine whether or not a tumor is present, leading to potentially unnecessary additional imaging tests and breast biopsies in women who have dense breasts. ● Additionally, our TMC blood test is for the screening and diagnosis of colon cancer. ● The Lymphocyte Proliferation Test (LymPro Test™) is a diagnostic blood test that determines the ability of peripheral blood lymphocytes (PBLs) and monocytes to withstand an exogenous mitogenic stimulation that induces them to enter the cell cycle. It is believed that certain diseases, most notably Alzheimer’s disease, are the result of compromised cellular machinery that leads to aberrant cell cycle re-entry by neurons, which then leads to apoptosis. LymPro is novel in the use of peripheral blood lymphocytes as a surrogate for neuronal cell function, suggesting a common relationship between PBLs and neurons in the brain.

~~Sales and Marketing expenses~~5

~~Sales and~~Table ~~marketing expenses consist primarily~~ of ~~salaries and share-based compensation expense.~~Contents

~~The~~Operating ~~following table discloses the breakdown of sales and marketing expenses:~~Results

	Three Months Ended March 31
	2022		2021
Share based compensation	$	-	$	44,771
professional fees, salaries and other expenses		1,080,474		1,313,466
Total	$	1,080,474	$	1,358,237

Revenues

~~General~~During the six and ~~administrative~~three months ended June 30, 2022, we generated revenues of $4,378,135 and $2,178,769, respectively, compared to revenues of $6,763,219 and $1,732,122, respectively, in revenues during the six and three months ended June 30, 2021. Such revenues were generated by the Company and through our U.S. subsidiaries, Corona Diagnostics, LLC and Provista Diagnostics, Inc.

~~General~~Operating and administrative expenses consist primarily of salaries, share-based compensation expense, professional service fees (for accounting, legal, bookkeeping, intellectual property and facilities), directors fee and insurance and other general and administrative expenses.Expenses

~~The~~Our ~~following~~current ~~table~~operating ~~discloses~~expenses ~~the~~consist ~~breakdown~~of four components - cost of ~~general~~revenues, research and development expenses, marketing expenses and general and administrative expenses:.

	Three Months Ended March 31
	2022		2021
Salaries and related expenses	$	642,834		42,066
Share-based compensation		1,179,938		200,539
Rent and maintenance expenses		149,421		4,513
Communication and investor relations		46,800		22,500
doubtful debts		736,441		311,274
Depreciation		20,462		-
Professional fees		627,977		956,963
Insurance and other expenses		72,114		24,322
Total	$	3,475,987		1,562,177

Cost of revenues

7Our cost of revenues consists primarily of materials, depreciation and other related cost of revenues expenses.

~~Table~~The following table discloses the breakdown of ~~Contents~~cost of revenues:

Comparison of the three months ended March 31, 2022, to the three months ended March 31, 2021:

	Six Months Ended June 30,				Three Months Ended June 30,
U.S. dollars	2022		2021		2022		2021
Salaries and related expenses	$	-	$	65,000	$	-	$	65,000
Materials and other costs		1,998,224		3,773,000		853,887		687,000
Depreciation		342,642		310,000		169,864		161,000
Total	$	2,340,866	$	4,148,000	$	1,023,751	$	913,000

~~Results~~Research ofand ~~Operations~~Development Expenses

~~Revenues.~~ Our ~~revenues for the three months ended March 31, 2022, were $2,199,456, compared to 5,031,097 revenues during the three months ended~~ ~~March~~research ~~31,~~and ~~2021,~~development ~~representing~~expenses aconsist ~~net~~primarily ~~decrease~~ of ~~$2,831,641,~~salaries orand ~~56%.~~related ~~The~~personnel ~~decrease in our revenues is a result of the reduction in sales of our COVID-19 testing products through our U.S. subsidiary~~expenses, ~~Corona~~subcontracted ~~Diagnostics,~~work ~~LLC~~and ~~which~~consulting ~~was somewhat offset by sales~~and ofother ~~Tollovid™,~~related ~~which~~research ~~commenced~~and indevelopment ~~the fourth quarter of 2021~~expenses.

Cost of revenues. Our cost of revenues for the three months ended March 31, 2022, were $1,317,115, compared to $3,235,129 during the three months ended March 31, 2021, representing a net decrease of $1,918,014, or 59%. The decrease in our cost of revenues is related to the decrease in sales of our COVID-19 testing products.6

~~Research and~~Table Development Expenses. Our research and development expenses for the three months ended March 31, 2022, were $442,255 compared to $712,606 for the three months ended March 31, 2021, representing a net decrease of ~~$270,351, or 38%. The decrease is primarily due to a decrease in professional fees and other research and development costs in connection with providing Covid testing services.~~Contents

~~Sales~~The ~~and~~following ~~Marketing~~table ~~Expenses.~~discloses ~~Our sales and marketing expenses decreased from $1,358,237 in~~ the ~~three~~breakdown ~~months ended March 31, 2021, to $1,080,474 in the three months ended March 31, 2022, a decrease~~ of ~~$277,763~~research orand ~~20%.~~development expenses:

General and Administrative Expenses. Our general and administrative expenses for the three months ended March 31, 2022, were $3,475,987, compared to $1,562,177 for the three months ended March 31, 2021, providing an increase of $1,913,810 or 123%. The increase is primarily due to an increase in stock-based compensation, salaries and related expenses, and doubtful debts partially offset by a decrease in professional services.

	Six Months Ended June 30,				Three Months Ended June 30,
U.S. dollars	2022		2021		2022		2021
Stock-based compensation	$	-	$	-	$	-	$	-
Professional fees		73,282		125,000		1,950		25,000
Laboratory and materials		373,017		501,000		6,800		207,000
Depreciation		6,707		15,000		3,118		7,000
Insurance and other expenses		2,149		2,000		1,032		-
Total	$	455,155	$	643,000	$	12,900	$	239,000

~~Finance~~We expect ~~(Income)~~that ~~Expenses,~~our ~~Net. Our~~research ~~net~~and ~~finance~~development expenses ~~for~~will ~~the~~materially ~~three~~increase ~~months~~as ~~ended~~we ~~March~~plan ~~31, 2022 was $3,471,000 compared~~ to ~~net~~rapidly ~~finance~~recruit ~~expenses~~more ofemployees ~~$15,654,635~~in ~~for the~~order ~~three months ended March 31, 2021, providing a decrease of $12,183,638 or 78%. The decrease is primarily due~~ to ~~changes in the fair~~accelerate ~~value~~our ofresearch ~~warrants liability~~ and ~~amortization~~development ~~of discounts and accrued interest on convertible bridge loans~~efforts.

~~Share~~Sales inand ~~losses~~Marketing of affiliated company is accounted for under the equity method. Our share in losses of affiliated company accounted for under the equity method amounted to $65,469 in the three months ended March 31, 2021 ($0 in the three months ended March 31, 2022).expenses

~~Net Loss. Our net loss for the~~Sales ~~three~~and ~~months~~marketing ~~ended~~expenses ~~March~~consist ~~31,~~primarily ~~2022 was $7,588,375, compared to $17,557,484 for the three months ended March 31, 2021, providing a decrease~~ of ~~$9,969,109~~salaries orand ~~57%.~~share-based ~~The~~compensation ~~decrease is primarily due to a decrease in the decrease in finance expenses, net as well as other changes as mentioned above~~expense.

8The following table discloses the breakdown of sales and marketing expenses:

Table of Contents

	Six Months Ended June 30,				Three Months Ended June 30,
U.S. dollars	2022		2021		2022		2021
Salaries and related expenses	$	-	$	253,000	$	-	$	252,000
Share Based Compensation		-		45,000		-		-
Professional Fees		1,828,296		1,660,000		747,822		347,000
Total	$	1,828,296	$	1,958,000	$	747,822	$	599,000

WeGeneral ~~prepare our financial statements in accordance with US GAAP. At the time of the preparation of the financial statements, our management is required to use estimates, evaluations,~~ and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, revenues and expenses. Any estimates and assumptions are continually reviewed. The changes to the accounting estimates are credited during the period in which the change to the estimate is made.administrative

~~Subject~~General toand ~~certain~~administrative ~~conditions~~expenses ~~set~~consist ~~forth~~primarily inof ~~the JOBS Act~~salaries, asshare-based ancompensation ~~“emerging growth company~~expense,” weprofessional ~~elected~~service tofees ~~rely~~(for ~~on other exemptions~~accounting, ~~including~~legal, ~~without limitation~~bookkeeping, ~~(i)~~intellectual ~~providing~~property ~~an auditor’s attestation report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act~~ and ~~(ii~~facilities), ~~complying~~directors ~~with~~fee ~~any~~and ~~requirement~~insurance ~~that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit~~ and ~~the~~other ~~financial statements~~general ~~(auditor discussion~~ and ~~analysis).~~administrative These exemptions applied until the last day of the 2021 fiscal year (the fifth anniversary of the date of the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act)expenses.

~~Going~~The ~~Concern~~following ~~Uncertainty~~table discloses the breakdown of general and administrative expenses:

Until 2020, we devoted substantially all of our efforts to research and development and raising capital. In 2020, we raised significant capital, but we also generated revenues for the first time as a result of our activities related to Covid-19. There is no certainty as to the continuance of our revenues related to Covid-19. The development and commercialization of our other products, which are necessary for our long term financial health, are expected to require substantial further expenditures. We remain dependent upon external sources for financing our operations. Since inception, we have incurred substantial accumulated losses, negative working capital, and negative operating cash flow, and have a significant shareholders’ deficit. These factors raise substantial doubt about our ability to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty. We plan to finance our operations through the sale of equity and, to the extent available, short term and long-term loans. There can be no assurance that we will succeed in obtaining the necessary financing to continue our operations.

	Six Months Ended June 30,				Three Months Ended June 30,
U.S. dollars	2022		2021		2022		2021
Salaries and related expenses	$	1,093,890	$	84,000	$	451,056	$	44,000
Share-based compensation		1,797,668		365,000		617,730		164,000
Rent and maintenance expenses		312,818		49,000		163,397		49,000
Communication and investor relations		146,279		28,000		99,479		5,000
Doubtful debts		917,823		382,000		181,382		71,000
Depreciation		40,924		31,000		20,463		31,000
Professional fees		1,460,237		1,624,000		832,260		968,000
Insurance and other expenses		112,406		641,000		40,292		311,000
Total	$	5,882,046	$	3,204,000	$	2,406,059	$	1,643,000

Table of Contents

~~Liquidity~~Comparison ~~and~~of ~~Capital~~the ~~Resources~~six months ended June 30, 2022, to the six months ended June 30, 2021:

~~Overview~~Results of Operations

ToRevenues. ~~date~~Our revenues for the six months ended June 30, we2022, ~~have~~were ~~funded~~$4,378,135, ~~our~~compared ~~operations~~to ~~primarily~~$6,763,219 ~~with~~revenues ~~convertible~~during ~~bridge~~the ~~loans~~six months ended June 30, ~~grants~~2021, ~~from~~representing a net decrease of $2,385,084, or 35%. The decrease in our revenues is a result of the ~~IIA~~reduction in sales of our COVID-19 testing products through our U.S. subsidiary, ~~and~~Corona ~~issuing~~Diagnostics, ~~Ordinary~~LLC ~~Shares~~which ~~and~~was ~~stock~~somewhat offset by sales of Tollovid™, ~~warrants~~which ~~(including~~commenced ~~warrants’~~in ~~exercise)~~the fourth quarter of 2021.

Cost of revenues. Our cost of revenues for the six months ended June 30, 2022, were $2,340,866, compared to $4,148,000 during the six months ended June 30, 2021, representing a net decrease of $1,807,134, or 44%. The decrease in our cost of revenues is related to the decrease ~~table~~in ~~below~~sales ~~presents~~of our ~~cash~~COVID-19 ~~flows:~~testing products.

~~STATEMENTS~~Research OFand ~~CASH~~Development ~~FLOWS~~Expenses. Our research and development expenses for the six months ended June 30, 2022, were $455,155 compared to $643,000 for the six months ended June 30, 2021, representing a net decrease of $187,845, or 29%. The decrease is primarily due to a decrease in professional fees and other research and development costs in connection with providing Covid testing services.

USales and Marketing Expenses.S. Our sales and marketing expenses decreased from $1,828,296 in the six months ended June 30, 2022, to ~~dollars~~$1,958,000 in ~~thousands~~the six months ended June 30, 2021, a decrease of $129,704 or 7%.

	Three months period ended March 31,
	2022			2021
	Unaudited			Unaudited
Cash flows from operating activities:
Net loss	$	(7,588	)	$	(17,557	)
Adjustments required to reconcile net loss to net cash used in operating activities:
Depreciation		197			156
Interest on revolving credit line		597			-
Other losses		30			-
Liability for minimum royalties		54			12
Stock-based compensation		1,568			235
Modification of terms relating to straight loan transaction		-			(6	)
Direct and incremental issuance costs allocated to conversion feature of convertible bridge loan		-			169
Change in fair value, amortization of discounts and accrued interest on convertible bridge loans		6,127			15,033
Amortization of discounts and accrued interest on straight loans		164			861
Change in fair value of derivative warrants liability and fair value of warrants expired		-			(201	)
Change in fair value of liability related to conversion feature of convertible bridge loans		(3,431	)		(977	)
Decrease (increase) in trade receivables		1,035			(41	)
Increase in inventories		(38	)		(1,054	)
Decrease (increase) in other current assets		(294	)		670
Increase (decrease) in accounts payable		1,024			(389	)
Decrease in deferred revenues		-			(844	)
Increase (decrease) in other current liabilities		(678	)		687
Net cash used in operating activities		(1,263	)		(3,180	)
Cash flows from investing activities:
Purchase of property and equipment		(244	)		(658	)
Investment in other companies		-			(231	)
Net cash used in investing activities		(244	)		(889	)
Cash flows from financing activities:
Proceeds from straight loans, net		725			1,677
Repayment of Receivables financing facility		879			(1,056	)
Repayment of straight loans		(189	)		(941	)
Repayment of convertible bridge loans		-			(677	)
Proceeds from issuance of units consisting of convertible bridge loans, stock warrants and shares, net		-			4,012
Repayments of right of use asset arising from operating leases		(23	)		-
Proceeds from issuance of ordinary shares through equity line		-			255
Net cash provided by financing activities		1,392			3,270
Change in cash, cash equivalents		(115	)		(799	)
Cash, cash equivalents at beginning of period		189			935
Cash, cash equivalents at end of period	$	74		$	136

General and Administrative Expenses. Our general and administrative expenses for the six months ended June 30, 2022, were $5,882,046, compared to $3,204,000 for the six months ended June 30, 2021, providing an increase of $2,678,046 or 84%. The increase is primarily due to an increase in stock-based compensation, salaries and related expenses, including for new employees, and doubtful debts partially offset by a decrease in professional services.

Finance (Income) Expenses, Net. Our net finance expenses for the six months ended June 30, 2022 was $7,876,359 compared to net finance expenses of $10,484,722 for the six months ended June 30, 2021, providing a decrease of $2,608,363 or 25%. The decrease is primarily due to changes in the fair value of warrants liability and amortization of discounts and accrued interest on convertible bridge loans.

~~Table~~Share in losses of ~~Contents~~affiliated company is accounted for under the equity method. Our share in losses of affiliated company accounted for under the equity method amounted to $492,018 in the six months ended June 30, 2021 ($0 in the six months ended June 30, 2022).

~~Operating~~Other ~~Activities~~losses. Our other losses amounted to $396,000 in the six months ended June 30, 2022 ($0 in the six months ended June 30, 2021).

Net loss ~~cash~~attributable ~~used~~to innon-controlling ~~operating~~interests. ~~activities for~~Our ~~the~~net ~~three~~loss ~~months~~attributable ~~ended~~to ~~March~~non-controlling ~~31,~~interests ~~2022~~amounted ~~was $1,263,000 compared~~ to $329,~~180,000~~173 in the ~~three~~ six months ended ~~March~~June 3130, ~~2021. The decrease in the cash flow used in operating activities in~~ 2022 ~~compared~~($0 ~~to 2021 is primarily due to a decrease~~ in ~~operating loss plus an increase in accounts payable and stock-based compensation and a decrease in~~ the ~~fair~~six ~~value~~months ofended ~~the~~June ~~liability related to the potential conversion of convertible bridge loans~~30, ~~amortization of discounts and accrued interest on convertible bridge loans~~2021).

~~Investing~~Net ~~Activities~~Loss attributable to the Company’s stockholders’ equity. Our net loss attributable to the Company’s stockholders’ equity for the six months ended June 30, 2022 was $14,371,842, compared to $14,167,830 for the six months ended June 30, 2021, providing an increase of $204,012 or 1%. The increase is primarily due to an increase in general and administrative expenses offset by a decrease in finance expenses, net as well as other changes as mentioned above.

Net cash used in investing activities for the for the three months ended March 31, 2022 was $244,000, compared with $889,000 in the three months ended March 31, 2021. The primary reason for the decrease in investing activities was due to a decrease in the purchase of laboratory and other equipment by our U.S. subsidiaries, Corona Diagnostics, LLC and Provista Diagnostics, Inc.8

~~Financing Activities~~Table of Contents

~~Net cash provided by financing~~Comparison ~~activities~~of ~~for~~ the three months ended ~~March~~‘June 3130, 2022 ~~was $1~~,~~392,000,~~ ~~compared~~ to ~~net cash provided by financing activities for~~ the three months ended ~~March~~‘June 3130, 2021 of $3,270,000. This decrease is primarily due to a decrease in cash received from proceeds from straight loans and proceeds from issuance of units consisting of convertible bridge loans, stock warrants and shares, net offset by an increase in cash received from the Company’s receivables financing facility.:

~~Current~~Results ~~Outlook~~of Operations

WeRevenues. ~~cannot~~Our ~~assure~~revenues ~~that~~for ~~our~~the ~~cancer~~three ~~detection~~months ~~kits~~ended ~~will~~June be30, ~~commercialized~~2022, ~~work~~were ~~as indicated~~$2,178,769, orcompared ~~that~~to ~~they~~$1,732,122 ~~will receive regulatory approval and that we will earn~~ revenues ~~sufficient~~during tothe ~~support~~three ~~our~~months ~~operations~~ended June or30, ~~that we will ever be profitable. Furthermore~~2021, ~~since~~representing wea ~~have~~net ~~no committed~~increase ~~source~~ of ~~financing~~$446,647, weor ~~cannot~~26%. ~~assure~~The ~~that~~increase wein ~~will~~our berevenues ~~able~~is toa ~~raise~~result ~~money~~of asthe ~~and~~increase ~~when~~in wesales ~~need~~of our itsales toof ~~continue~~Tollovid™, ~~our~~which ~~operations. If~~commenced wein ~~cannot~~the ~~raise~~fourth ~~funds~~quarter asof ~~and~~2021 ~~when~~offset weby ~~need~~decrease ~~them,~~in wesales ~~may~~of beour ~~required~~COVID-19 totesting ~~curtail,~~products through orour ~~even~~U.S. ~~to cease~~subsidiary, ~~our~~Corona ~~operations~~Diagnostics, LLC.

WeCost ~~have~~of ~~limited~~revenues. ~~experience~~Our ~~with~~cost ~~IVD.~~of Asrevenues ~~such,~~for ~~these~~the ~~budget~~three ~~estimates~~months ~~may~~ended ~~not~~June be30, ~~accurate.~~2022, Inwere ~~addition~~$1,023,751, ~~the~~compared ~~actual~~to ~~work~~$913,000 toduring bethe ~~performed~~three ismonths ~~not~~ended ~~known~~June at30, ~~this time~~2021, ~~other~~representing ~~than~~ a ~~broad~~net ~~outline,~~increase asof ~~is normal with any scientific work. As further work is performed~~$110,751, ~~additional work may become necessary~~ or ~~change in plans or workload may occur~~12%. ~~Such~~The ~~changes~~increase ~~may~~in ~~have~~our ancost ~~adverse~~of ~~impact~~revenues onis ~~our~~related ~~estimated~~to ~~budget.~~the ~~Such~~increase ~~changes~~in ~~may~~materials ~~also~~and ~~have~~other ancosts ~~adverse~~associated ~~impact~~with on our ~~projected timeline of drug development~~sales.

WeResearch ~~are~~and ~~currently~~Development ~~distributing~~Expenses. ~~COVID-19~~Our ~~testing~~research ~~kits~~and asdevelopment expenses for the three months ended June 30, 2022, were $12,900 compared to $239,000 for the three months ended June 30, 2021, representing a ~~means~~net decrease of ~~funding~~$226,100, ~~our~~or ~~operations~~95%. The decrease is primarily due to a decrease in research and development costs in connection with providing Covid testing services.

IfSales weand ~~are~~Marketing ~~unable~~Expenses. toOur ~~raise~~sales ~~additional~~and ~~funds~~marketing expenses increased from $599,000 wein ~~will~~the ~~need~~three months ended June 30, 2021, to $747,822 doin ~~one~~the orthree ~~more~~months ended June 30, 2022, an increase of ~~the~~$148,822 ~~following:~~or 25%. The increase in our sales and marketing expenses is related to an increase in professional fees.

●General and ~~delay,~~Administrative ~~scale-back~~Expenses. orOur ~~eliminate~~general ~~some~~and oradministrative ~~all~~expenses offor ~~our~~the ~~research~~three ~~and~~months ~~product~~ended ~~development~~June ~~programs;~~30, ●2022, ~~provide~~were ~~licenses~~$2,406,059, compared to ~~third~~$1,643,000 ~~parties~~for tothe ~~develop~~three ~~and~~months ~~commercialize~~ended ~~products~~June or30, ~~technologies~~2021, ~~that~~providing wean ~~would~~increase ~~otherwise~~of ~~seek~~$763,059 toor ~~develop~~46%. ~~and~~The ~~commercialize~~increase ~~ourselves;~~is ●primarily ~~seek~~due ~~strategic~~to ~~alliances~~an increase orin ~~business~~stock-based ~~combinations;~~compensation, ●salaries ~~attempt~~and torelated ~~sell~~expenses, ~~our~~including ~~Company;~~for ●new ~~cease~~employees, ~~operations;~~and ordoubtful ●debts ~~declare~~partially ~~bankruptcy~~offset by a decrease in professional services.

11Finance (Income) Expenses, Net. Our net finance expenses for the three months ended June 30, 2022 was $4,404,359 compared to net finance expenses of $5,170,913 for the three months ended June 30, 2021, providing a decrease of $766,554 or 15%. The decrease is primarily due to changes in the fair value of warrants liability and amortization of discounts and accrued interest on convertible bridge loans.

~~Table~~Share in losses of ~~Contents~~affiliated company is accounted for under the equity method. Our share in losses of affiliated company accounted for under the equity method amounted to $0 in the three months ended June 30, 2022 ($118,698 in the three months ended June 30, 2021).

~~Any~~Other ~~debt~~losses. ~~financing~~Our ~~secured~~other bylosses usamounted ~~in the future could involve restrictive covenants relating~~ to ~~our capital raising activities and other financial and operational matters~~$396,000 ~~which~~in ~~may~~the ~~make~~three itmonths ~~more~~ended ~~difficult~~June ~~for us to obtain additional capital and to pursue business opportunities~~30, ~~including potential~~2022 ~~acquisitions.~~($0 ~~We may not be able to secure additional debt or equity financing~~ in athe ~~timely~~three ~~manner,~~months orended atJune ~~all~~30, ~~which could require us to scale back our business plan and operations~~2021).

~~The~~Net ~~above~~loss ~~conditions~~attributable ~~raise substantial doubt about our ability~~ to ~~continue~~non-controlling ~~as a going concern~~interests. ~~The financial statements included elsewhere herein were prepared under the assumption that we would continue our operations as a going concern.~~ Our ~~financial~~net ~~statements~~loss doattributable ~~not~~to ~~include any~~non-controlling ~~adjustments~~interests ~~that~~amounted ~~may~~to ~~result~~$29,173 ~~from~~in the ~~outcome of this uncertainty. Without additional funds from debt or equity financing, sales of~~three ~~our~~months ~~intellectual~~ended ~~property~~June ~~or technologies~~30, or2022 ~~from~~($0 ain ~~business~~the ~~combination~~three ormonths aended ~~similar~~June ~~transaction~~30, ~~we will soon exhaust our resources and will be unable to continue operations~~2021). ~~If we cannot continue as a viable entity, our shareholders may lose some or all of their investment in us.~~

~~Our~~Net ~~management~~income ~~intends~~(Loss) toattributable ~~attempt~~ to ~~secure~~the ~~additional~~Company’s ~~required~~stockholders’ ~~funding primarily through additional~~ equity ~~or debt financings~~. WeOur ~~may~~net ~~also seek~~loss attributable to ~~secure~~the ~~required~~Company’s ~~funding~~stockholders’ equity ~~through~~for ~~sales~~the orthree ~~out-licensing~~months ofended ~~intellectual~~June ~~property assets~~30, ~~seeking~~2022 ~~partnerships~~was ~~with~~$6,783,039, ~~other~~compared ~~pharmaceutical companies or third parties~~ to ~~co-develop~~net ~~and~~income ~~fund~~of ~~research and development efforts~~$3,390,654 orfor ~~similar~~the ~~transactions.~~three ~~However,~~months ~~there~~ended ~~can be no~~June ~~assurance~~30, ~~that~~2021, weproviding ~~will~~an beincrease ~~able to obtain required funding. If we are unsuccessful in securing funding from any~~ of ~~these sources~~$10, ~~we will defer~~173, ~~reduce or eliminate certain planned expenditures in our research protocols~~693. IfThe weincrease dois ~~not~~primarily ~~have~~due ~~sufficient funds~~ to ~~continue~~an ~~operations, we~~increase ~~could~~in begeneral ~~required~~and toadministrative ~~seek~~expenses ~~bankruptcy~~and an ~~protection~~increase ~~or other alternatives that could result~~ in ~~our~~net ~~shareholders~~finance ~~losing~~expenses, ~~some~~as orwell ~~all~~as ~~of their~~other ~~investment~~changes inas usmentioned above.

129

Table of Contents

~~Recent~~We ~~Developments~~prepare our financial statements in accordance with US GAAP. At the time of the preparation of the financial statements, our management is required to use estimates, evaluations, and assumptions which affect the application of the accounting policy and the amounts reported for assets, obligations, revenues and expenses. Any estimates and assumptions are continually reviewed. The changes to the accounting estimates are credited during the period in which the change to the estimate is made.

~~3CL~~Until ~~Acquisition~~December 31, 2021, we were an “emerging growth company” under the JOBS Act. Subject to certain conditions set forth in the JOBS Act, as an “emerging growth company,” we elected to rely on certain exemptions, including without limitation, (i) providing an auditor’s attestation report on our internal control over financial reporting pursuant to Section 404 of the Sarbanes-Oxley Act and (ii) complying with any requirement that may be adopted by the PCAOB regarding mandatory audit firm rotation or a supplement to the auditor’s report providing additional information about the audit and the financial statements (auditor discussion and analysis). These exemptions applied until the last day of the 2021 fiscal year (the fifth anniversary of the end of the fiscal year in which the first sale of our common equity securities pursuant to an effective registration statement under the Securities Act occurred).

OnGoing ~~March~~Concern 11, 2022, we entered into a Share Purchase Agreement with 3CL Sciences Ltd. (“3CL”) and NLC Pharma Ltd. (“NLC”), pursuant to which we will acquire 52% of the issued and outstanding shares of 3CL and NLC will acquire 48% of the issued and outstanding shares of 3CL (the “Share Purchase Agreement”). Immediately prior to entering into the Share Purchase Agreement, NLC conveyed to 3CL all of the therapeutic, diagnostic, dietary supplement and pharmaceutical assets from NLC that relate to 3CL protease biology (which is used in the development, manufacture, sale and distribution of Tollovid™ and Tollovir™).Uncertainty

InUntil ~~consideration~~2020, ofwe ~~the~~devoted ~~3CL~~substantially ~~shares~~all ~~being~~of ~~issued~~our efforts to usresearch and development and raising capital. In 2020, we ~~undertook~~raised tosignificant ~~raise $10~~capital,~~000,000~~ but we also generated revenues for ~~3CL~~the ~~and~~first ~~committed~~time toas ~~issue~~a result of our activities related to ~~NLC~~Covid-19. ~~$3,800,000~~There is no certainty as to the ~~worth~~continuance of our ~~ordinary~~revenues ~~shares,~~related ~~based~~to ~~upon~~Covid-19. ~~the~~The ~~closing~~development ~~price~~and ~~for~~commercialization of our ~~ordinary~~other ~~shares~~products, ~~the~~which ~~day~~are ~~before~~necessary ~~the~~for our ~~closing~~long ofterm ~~the~~financial ~~Share~~health, ~~Purchase~~are ~~Agreement~~expected to require substantial further expenditures. We remain dependent upon external sources for ~~The~~financing ~~Company~~our operations. Since inception, we have incurred substantial accumulated losses, negative working capital, and ~~NLC~~negative ~~agreed~~operating cash toflow, ~~identify~~and have a ~~seasoned~~significant ~~biopharmaceutical~~shareholders’ ~~CEO~~deficit. These factors raise substantial doubt about our ability to ~~run~~continue ~~3CL~~as a going ~~forward~~concern. The ~~board~~financial ofstatements ~~directors~~do ofnot ~~3CL~~include ~~Sciences will~~any beadjustments ~~made~~that upmight result from the outcome of ~~five~~this ~~(5)~~uncertainty. ~~individuals:~~We ~~three~~plan to ~~(3)~~finance ~~appointed~~our byoperations through the ~~Company~~sale of equity and, ~~two~~to ~~(2)~~the ~~appointed~~extent byavailable, ~~NLC~~short term and long-term loans. WeThere ~~anticipate~~can ~~that~~be ~~the~~no ~~Share~~assurance ~~Purchase~~that ~~Agreement~~we will ~~close~~succeed ~~during~~in obtaining the ~~second~~necessary ~~quarter~~financing ofto ~~2022~~continue our operations.

~~Provista Acquisition~~10

~~On April~~Table 19, 2021, the Company entered into an Agreement to Purchase Provista Diagnostics, Inc. (“Agreement to Purchase”) with Strategic Investment Holdings, LLC (“SIH”), Ascenda BioSciences LLC (“Ascenda”) and Provista Diagnostics, Inc. (“Provista”). Ascenda was the sole owner of ~~the outstanding securities of Provista and SIH is the sole owner of all the outstanding securities of Ascenda.~~Contents

~~Pursuant~~Liquidity ~~to the Agreement to Purchase, the Company acquired Provista from Ascenda~~ and ~~SIH~~Capital for an aggregate purchase price of $7.5 million consisting of an initial cash payment of $1.25 million, the issuance of $1.5 million in Ordinary Shares priced at $0.0512 per share, the issuance to SIH of a $3.5 million convertible promissory note dated April 19, 2021 (the “Note”) and the payment on for before July 1, 2021 of $1.25 million in cash (the “July Payment”), which payment the Company had the right to, and did, extend to July 15, 2021. The Provista shares acquired by the Company remained in an escrow account until the July Payment was made.Resources

The Note has a maturity date of April 8, 2025, and is convertible beginning on October 20, 2021, into Ordinary Shares of the Company at a conversion price equal to the lesser of $0.05 or the volume weighted average price of the last 20 trading days for the Ordinary Shares prior to the date of conversion. In the event SIH delivers a Notice of Conversion to the Company at a per share price less than $0.05 ($0.05), the Company has the right to immediately notify SIH of its intention to pay the conversion amount in cash within three (3) business days of receipt of the Notice of Conversion (i.e., before SIH would take possession of shares converted under the Notice of Conversion). If, at any time between October 20, 2021 and April 20, 2022, the average of the lowest bid and closing sale price at 4:00:00 p.m., New York time (or such other time as such market publicly announces is the official close of trading) is below ($0.05), the Company has the option to buy out all or any portion of the Note (the “Buyback Option”). In the event the Company exercises the Buyback Option for an amount equal to or greater than one million, one hundred seventy thousand dollars ($1,170,000) (the “Buyback Amount”), SIH may not submit any conversions below five cents ($0.05) for ninety (90) days from receipt of the Buyback Amount (“90 Day Period”).Overview

InTo ~~the event that the Company uplists its Ordinary Shares to a national securities exchange~~date, ~~the~~we ~~Note~~have ~~shall~~funded ~~automatically~~our beoperations ~~exchanged~~primarily ~~into Series B preferred stock~~ with aconvertible ~~conversion~~bridge ~~price~~loans, ~~equal~~grants tofrom the ~~lesser of (a) $0.05~~IIA, ~~(b)~~and ~~the~~issuing ~~opening~~Ordinary ~~price~~Shares onand ~~the day of the uplisting~~stock ~~provides~~warrants ~~there is no transaction associated with the uplisting or~~ (c)including ~~the~~warrants’ ~~deal price of an uplisting transaction~~exercise).

AsThe oftable ~~the~~below ~~date~~presents ofour ~~this~~cash ~~quarterly report on Form 10-Q, SIH has not submitted a Conversion Notice.~~flows:

13STATEMENTS OF CASH FLOWS

~~Table~~U.S. dollars ofin ~~Contents~~thousands

Products

	Six months period ended June 30,
	2022			2021
	Unaudited			Unaudited
Cash flows from operating activities:
Net loss	$	(14,400	)	$	(14,167	)
Adjustments required to reconcile net loss to net cash used in operating activities:
Depreciation and amortization		358			356
Impairment of investment in a subsidiary		396			-
Interest on short term loans and revolving credit line		547			-
Sale of subsidiary shares to non-controlling interests		635			-
Liability for minimum royalties		114			24
Stock-based compensation		2,221			399
Modification of terms relating to straight loan transaction		-			88
Share in losses of affiliated company		-			492
Change in fair value, amortization of discounts and accrued interest on convertible bridge loans		9,779			13,648
Amortization of discounts and accrued interest on straight loans		-			653
Change in fair value of derivative warrants liability and fair value of warrants expired		-			(294	)
Change in fair value of liability related to conversion feature of convertible bridge loans		(3,614	)		(4,307	)
Decrease (increase) in trade receivables		1,129			(1,168	)
Increase in inventories		79			(1,348	)
Decrease (increase) in other current assets		(468	)		712
Increase (decrease) in accounts payable		1,262			(481	)
Decrease in deferred revenues		-			(857	)
Increase (decrease) in other current liabilities		(513	)		260
Operating lease liability		(48	)		-
Net cash used in operating activities		(2,523	)		(5,990	)

Cash flows from investing activities:
Purchase of property and equipment		(3	)		(770	)
Cash used in purchased of subsidiary		-			(1,176	)
Investment in other companies		-			(635	)
Net cash used in investing activities		(3	)		(2,581	)

Cash flows from financing activities:
Proceeds from straight loans and revolving credit line		3,974			1,850
Repayment of Receivables financing facility					(1,249	)
Repayment of straight loans		(1,620	)		(1,058	)
Repayment of convertible bridge loans					(2,166	)
Proceeds from issuance of units consisting of convertible bridge loans, stock warrants and shares, net					10,312
Proceeds from issuance of ordinary shares through equity line					255
Net cash provided by financing activities		2,354			7,944

Change in cash, cash equivalents		(172	)		(627	)
Cash, cash equivalents at beginning of period		189			935
Cash, cash equivalents at end of period	$	17		$	308

On July 22, 2021, the US Food & Drug Administration (FDA) granted a new Certificate of Free Sale for Tollovid Daily™, the newest member of the Company’s Tollovid™ dietary supplement product line.11

~~The Certificate~~Table of Free Sale is for a twice-daily dosing regimen and, critically, a 3CL protease inhibitor claim. Each 60-pill bottle of Tollovid Daily can help support and maintain healthy immune function for 30 days. The Company intends to establish a monthly subscription model as part of its marketing launch campaign for Tollovid Daily immune system support. Tollovid™ and Tollovid Daily are both 3CL protease inhibitor products developed under a joint venture with NLC Pharma.Contents

OnOperating April 8, 2021, we received a notice of allowance (‘Letter of Intent to Grant a Patent’) from the European Patent Office covering the use of the Company’s proprietary Total Biochemical Infrared Analysis (‘TBIA’) method that uses blood (plasma and/or peripheral blood mononuclear cells ‘PBMCs’) to distinguish between patients with benign tumors vs. malignant tumors vs. no tumors (healthy controls).Activities

~~The~~Net ~~patent~~cash ~~application~~used ~~specifically~~in ~~covers~~operating ~~methods~~activities for ~~capturing~~the ~~consistent~~six ~~data~~months ~~from~~ended ~~infrared~~‘June ~~spectroscopy readers~~30, as2022 ~~well~~was as$2,523,000 ~~the~~compared ~~application of~~to ~~various~~$5,990,000 ~~artificial~~in ~~intelligence~~the ~~algorithm~~three ~~development~~months ended ~~methods~~‘June to30, ~~the data~~2021. The ~~ability~~decrease ofin ~~TBIA~~the tocash ~~make~~flow aused ~~diagnosis~~in ofoperating ~~cancer~~activities ~~has~~in ~~first been~~2022 ~~applied~~compared to ~~the~~2021 ~~detection~~is ofprimarily ~~breast~~due ~~and~~to ~~colon~~an increase ~~cancers,~~in ~~where~~Stock-based ~~Todos~~compensation, ~~has~~interest ~~received~~on CErevolving ~~Marks~~credit inline, ~~Europe~~trade ~~paving~~receivables ~~the~~and ~~way~~accounts ~~for~~payable ~~commercialization initially~~offset ~~focused~~by ondecrease ~~TMB-2~~in amortization ~~(dense~~of ~~breast~~discounts ~~/ inconclusive mammogram secondary screening)~~ and ~~TMB-1~~accrued ~~(general~~interest ~~breast~~on ~~cancer~~convertible ~~screening)~~bridge ~~cancer detection tests~~loans.

~~Financing~~Investing ~~and Fundraising~~Activities

OnNet ~~June~~cash ~~19,~~used ~~2020,~~in ~~the~~investing ~~Company~~activities ~~and~~for ~~its~~the ~~subsidiaries,~~for ~~Todos~~the ~~Medical~~six ~~USA~~months ~~and~~ended ~~Corona~~June ~~Diagnostics~~30, ~~LLC~~2022 ~~(“Corona”)~~was ~~entered~~$3,000, ~~into~~compared ~~a Receivables Financing Agreement~~ with ~~Toledo Advisors, LLC (“Toledo”) for up to~~ $252,~~000~~581,000 in athe ~~revolving~~six ~~receivables financing~~months ~~facility~~ended ~~(the “Facility”). The availability of the Facility shall terminate on the earlier of~~ June 1930, ~~2025 and the date on which more than $25,000,000 has been advanced~~2021. The ~~financing~~primary isreason ~~secured~~for ~~by all of~~ the ~~assets~~decrease ofin ~~the~~investing ~~Company’s~~activities ~~wholly-owned~~was ~~subsidiary Todos~~due ~~Medical~~to ~~USA,~~a ~~Inc.~~decrease Inin ~~addition, Todos Medical USA pledged all of~~ the ~~outstanding~~purchase ~~equity~~ of ~~Corona to the Lender. The initial draw~~laboratory ~~under~~and ~~the~~other ~~Facility~~equipment ~~was~~by onour ~~June~~U.S. 19subsidiaries, ~~2020~~Corona ~~for $165~~Diagnostics,~~000~~ ~~which~~LLC ~~was~~and ~~due~~Provista onDiagnostics, ~~the~~Inc ~~earlier~~and toamounts ~~occur~~paid ofin ~~(i) ninety days following~~ the ~~date~~six ~~the~~months ~~draw~~ended ~~was~~June ~~made~~30, by2021 ~~the~~to ~~Lender~~purchase ~~and~~our ~~(ii) the date the receivable~~subsidiary, ~~for~~Provista ~~which the draw was made~~Diagnostics, ~~is paid~~Inc. ~~The~~and ~~Facility~~investments ~~has~~in ~~since~~other ~~been repaid~~companies.

InFinancing November 2020, the parties agreed to amend the Facility to reduce the cost of funding to Todos Medical USA, and to make the relationship between Corona and Toledo nonexclusive in exchange for Toledo being granted a percentage of Corona’s revenues from diagnostic testing.Activities

OnNet ~~January~~cash 7,provided ~~2022,~~by ~~Toledo~~financing ~~filed~~activities afor ~~complaint~~the ~~against~~six ~~Corona~~months ended June 30, ~~Todos~~2022 ~~Medical~~was ~~USA~~$2,354,000, ~~and~~compared ~~the~~to ~~Company~~net ~~(the~~cash ~~“Todos~~provided ~~Defendants”),~~by ~~seeking~~financing ~~unspecified~~activities ~~damages~~ for ~~breach of~~ the ~~aforesaid~~six ~~agreements~~months ~~and~~ended ~~claiming~~June ~~that~~30, at2021 ~~least~~of $~~139~~7,944,000. This decrease is primarily due ~~under~~to ~~the~~a ~~royalty~~decrease ~~agreement.~~in ~~The~~proceeds from issuance ~~Todos~~of ~~Defendants~~units ~~filed~~consisting anof ~~answer~~convertible ~~and~~bridge ~~counterclaim~~loans, onstock ~~February~~warrants 9,and ~~2022~~shares, ~~wherein~~net ~~various~~partially ~~affirmative~~offset ~~defenses~~by ~~were~~decrease ~~asserted,~~in ~~the~~repayment ~~allegations~~ of ~~the~~Receivables financing ~~complaint~~facility ~~were denied,~~ and ~~the~~repayment ~~Company asserted counterclaims for breach~~ of ~~contract~~convertible ~~and~~bridge ~~other relief~~loans.

~~On April 7, 2022, the~~Current Company and Toledo signed a Settlement Agreement pursuant to which upon execution of the agreement the Company paid Toledo $130,000 and issued to Toledo $200,000 worth of ordinary shares. The parties agreed that upon delivery of the cash payment and shares, the parties would discontinue the complaint filed by Toledo on January 7, 2022, and that Toledo irrevocably and unconditionally releases and discharges the Company from its June 19, 2020 financing agreement and July 28, 2020 Royalty Agreement.Outlook

~~On January 22, 2021, we entered~~We ~~into~~cannot aassure ~~Securities~~that ~~Purchase~~our ~~Agreement~~cancer ~~(the~~detection ~~“SPA”)~~kits ~~with~~will ~~Yozma~~be ~~Global Genomic Fund (the “Purchaser”) pursuant to which on January 29~~commercialized, ~~2021,~~work ~~the~~as ~~Company issued a promissory convertible note (the “Note”) to the Purchaser in the principal amount of $4~~indicated,~~857,143~~ ~~for~~or ~~proceeds~~that ofthey ~~$3,400,000~~will ~~(the~~receive ~~“Transaction”).~~regulatory ~~The Note has a maturity date of one year from the date~~approval ~~of issuance~~ and ~~pays~~that ~~interest~~we atwill aearn ~~rate~~revenues ofsufficient 4%to ~~per~~support ~~annum.~~our ~~The~~operations ~~Note~~or isthat ~~convertible~~we ~~into~~will ~~Ordinary~~ever ~~Shares~~be ~~of the Company (the “Conversion Shares”) at a conversion price of $0~~profitable.~~0599~~ ~~(the “Conversion Price). In addition~~Furthermore, ~~the~~since ~~Purchaser~~we ~~received~~have ~~a warrant (the “Warrant”)~~no tocommitted ~~purchase~~source upof ~~to 16~~financing,~~956,929~~ ~~Ordinary~~we ~~Shares~~cannot ~~(the~~assure ~~“Warrant~~that ~~Shares”)~~we ofwill ~~the~~be ~~Company~~able ~~with an exercise price equal~~ to ~~$0.107415 per~~raise ~~share.~~money ~~The~~as ~~Warrant~~and iswhen ~~exercisable~~we ~~for~~need 5it ~~years~~to ~~from~~continue ~~the~~our ~~date of issuance~~operations. ~~In the event that the Company effectuates a reverse split~~ ofIf ~~its~~we ~~ordinary~~cannot ~~shares~~raise ~~for~~funds aas ~~ratio~~and inwhen ~~excess~~we ofneed ~~20:1~~them, ~~the~~we ~~resulting~~may ~~adjusted~~be ~~Warrant~~required ~~Shares~~to ~~and~~curtail, ~~Exercise~~or ~~Price~~even ~~are limited~~ to acease, ~~20:1~~our ~~ratio~~operations.

14We have limited experience with IVD. As such, these budget estimates may not be accurate. In addition, the actual work to be performed is not known at this time, other than a broad outline, as is normal with any scientific work. As further work is performed, additional work may become necessary or change in plans or workload may occur. Such changes may have an adverse impact on our estimated budget. Such changes may also have an adverse impact on our projected timeline of drug development.

~~Table~~We are currently conducting Corona testing through our Provista Laboratories and distributing COVID-19 testing kits as means of ~~Contents~~funding our operations.

~~The~~If ~~Company~~we ~~and Leviston Resources LLC, a Delaware limited liability company (the “Purchaser”)~~ are ~~parties~~unable to ~~that~~raise ~~certain~~additional ~~Securities Purchase Agreement~~funds, ~~dated~~we aswill ofneed ~~July 9, 2020 (the “Purchase Agreement”), pursuant~~ to ~~which~~do ~~the~~one ~~Purchaser~~or ~~purchased~~more ~~an aggregate principal amount~~ of ~~$850,000 of convertible notes (~~the “July 2020 Convertible Notes”) from the Company. On March 3, 2021, the Company and the Purchaser entered into a Closing Agreement (the “Closing Agreement”) pursuant to which the Purchaser exercised its right to invest an additional $847,570 into the Company of July 2020 Convertible Notes (the “Tranche 2 Securities”).following:

~~On April~~● 8delay, ~~2021,~~scale-back ~~the~~or ~~Company~~eliminate ~~entered~~some ~~into~~or aall Securities Purchase Agreement (the “SPA”) with Kips Bay Select LP (the “Purchaser”) pursuant to which the Company agreed to issue a promissory convertible note (the “Note”) to the Purchaser in the principal amount of ~~$4,285,714~~our ~~for~~research ~~proceeds of $3,000,000 (the “Transaction”). The closing occurred on April 12, 2021 (the “Closing Date”). The Note has a maturity date of one year from the date of issuance~~ and ~~pays~~product ~~interest~~development atprograms; a● ~~rate~~provide oflicenses 4% per annum. The Note is convertible into Ordinary Shares (the “Conversion Shares”) at a conversion price of $0.0599 (the “Conversion Price). In addition, the Purchaser received a warrant (the “Warrant”) to ~~purchase~~third upparties to ~~16,000,000~~develop ~~Ordinary~~and ~~Shares~~commercialize ~~(the~~products ~~“Warrant Shares”)~~or oftechnologies ~~the~~that ~~Company~~we ~~with~~would anotherwise ~~exercise~~seek ~~price equal~~ to ~~$0.107415~~develop ~~per~~and ~~share.~~commercialize ~~The~~ourselves; ~~Warrant~~● isseek ~~exercisable~~strategic ~~for~~alliances 5or ~~years~~business ~~from~~combinations; ~~the~~● ~~date of~~attempt ~~issuance. In the event that the Company effectuates a reverse split of its Ordinary shares for a ratio in excess of 20:1, the resulting adjusted Warrant Shares and Exercise Price are limited~~ to asell ~~20:1~~our ~~ratio. The~~ Company; ~~used~~● ~~the~~cease ~~net~~operations; ~~proceeds~~or ~~from~~● ~~this~~declare ~~Note to initiate the Phase 2 for Tollovir™ clinical trial in COVID-19 patients, complete the acquisition of Provista Diagnostics, Inc~~bankruptcy. ~~and for general corporate purposes.~~

Until May 5, 2022, the Purchaser had the option to purchase an additional Note in the principal amount of $5,285,714.20 for proceeds of $3,700,000 and an additional Warrant to purchase 16,000,000 Ordinary Shares.12

~~On July~~Table 7, 2021, the Company entered into a Securities Purchase Agreement (the “SPA”) with Kips Bay Select LP (the “Purchaser”) pursuant to which the Company agreed to issue a promissory convertible note (the “Note”) to the Purchaser in the principal amount of $1,535,714 for proceeds of $1,075,000 (the “Transaction”). The closing occurred on July 7, 2021 (the “Closing Date”). The Note has a maturity date of one year from the date of issuance and pays interest at a rate of 4% per annum. The Note is convertible into Ordinary Shares of the Company (the “Conversion Shares”) at a conversion price of $0.0599 (the “Conversion Price). In addition, the Purchaser received a warrant (the “Warrant”) to purchase up to 3,440,000 Ordinary Shares (the “Warrant Shares”) of the Company with an exercise price equal to $0.107415 per share. The Warrant is exercisable for 5 years from the date of issuance. From the Closing Date until 180 days thereafter, the Company shall be restricted from issuing or entering into any agreement to issue any Ordinary Shares, except under certain circumstances, including an uplisting. This provision shall no longer be in effect if the closing sale price of the Ordinary shares exceeds $0.10. The Company intends to use the net proceeds for general corporate purposes.Contents

~~On September 23, 2021, the Company~~Any ~~completed~~debt ~~the~~financing ~~conditions~~secured ~~precedent~~by ~~required~~us toin ~~enter into a Securities Purchase Agreement (~~the ~~“SPA”)~~future ~~with~~could ~~Mercer~~involve ~~Street~~restrictive ~~Global Opportunity~~covenants ~~Fund,~~relating ~~LLC (the “Purchaser”) pursuant~~ to ~~which~~our ~~the~~capital ~~Company~~raising ~~issued~~activities aand ~~promissory~~other ~~convertible note (the “Note”)~~financial toand ~~the~~operational ~~Purchaser~~matters, inwhich ~~the~~may ~~principal~~make ~~amount~~it ofmore ~~$2,285,143~~difficult for ~~proceeds~~us ofto ~~$2,000,000~~obtain ~~(the~~additional ~~“Transaction”).~~capital ~~The Note has a maturity date of one year from the date of issuance~~ and pays interest at a rate of 4% per annum. The Note is convertible into Ordinary Shares of the Company (the “Conversion Shares”) at a conversion price of $0.0599 (the “Conversion Price). In addition, the Purchaser received a warrant (the “Warrant”) to ~~purchase~~pursue upbusiness ~~to 11~~opportunities,~~924,636~~ ~~Ordinary Shares (the “Warrant Shares”) of the~~including ~~Company~~potential ~~with an exercise price equal to $0~~acquisitions.~~107415~~ ~~per~~We ~~share.~~may ~~The~~not ~~Warrant~~be isable ~~exercisable for 5 years from the date of issuance. The Company intends~~ to ~~use~~secure ~~the~~additional ~~net~~debt ~~proceeds~~or ~~from~~equity ~~this~~financing ~~Note~~in toa ~~initiate~~timely ~~Phase~~manner, ~~2/3~~or ~~trials~~at ~~for Tollovir™ COVID-19 patients~~all, ~~initiate~~which ~~digital~~could ~~marketing~~require ~~for~~us ~~its~~to ~~dietary~~scale ~~supplement~~back ~~Tollovid®,~~our ~~increase~~business ~~sales~~plan ~~& marketing for Provista Diagnostics,~~ and ~~for general corporate purposes~~operations.

OnThe ~~November~~above ~~22,~~conditions ~~2021,~~raise ~~the~~substantial ~~Company~~doubt ~~entered~~about ~~into~~our aability ~~Securities Purchase Agreement (the “SPA”) with T-Cell Protect Hellas S.A. (“T-Cell Protect”) pursuant~~ to ~~which~~continue ~~the~~as ~~Company issued~~ a ~~promissory~~going ~~convertible~~concern. ~~note~~The ~~(the~~financial ~~“Note”)~~statements toincluded ~~T-Cell Protect in the~~elsewhere ~~principal~~herein ~~amount~~were ofprepared ~~€1,000,000~~under (the ~~“Transaction”).~~assumption ~~The~~that ~~Note~~we ~~has~~would acontinue ~~maturity~~our ~~date~~operations ofas ~~one year from the date of issuance and pays interest at~~ a ~~rate~~going ~~of 10% per annum~~concern. ~~The~~Our ~~Note~~financial isstatements ~~convertible~~do ~~into~~not ~~ordinary~~include any ~~shares~~adjustments ~~(the~~that ~~“Conversion~~may ~~Shares”)~~result atfrom ~~a conversion~~the ~~price~~outcome of ~~$0.0599~~this ~~(the “Conversion Price)~~uncertainty. AtWithout ~~any~~additional ~~time~~funds ~~prior~~from todebt ~~the~~or ~~Company~~equity ~~uplisting~~financing, ~~its~~sales ~~ordinary~~of our ~~shares~~intellectual toproperty aor ~~national securities exchange~~technologies, ~~T-Cell~~or ~~Protect~~from ~~may exchange the Note into either (~~a) abusiness ~~direct~~combination ~~equity investment in 3CL Sciences at the same terms as a financing round of at least $5,000,000 (the “Sub”)~~ or ~~(b) into~~ a ~~note~~similar ~~in the Sub~~transaction, ~~bearing~~we ~~10%~~will ~~interest~~soon ~~that~~exhaust ~~converts~~our resources ~~into~~and ~~direct~~will ~~equity~~be inunable ~~the~~to ~~Sub~~continue atoperations. ~~the~~If ~~same~~we ~~terms~~cannot continue as a ~~financing~~viable ~~round of at least $5~~entity,~~000,000.~~ ~~The~~our ~~proceeds~~shareholders ~~from~~may ~~this~~lose ~~Transaction~~some ~~are~~or ~~intended to~~all ~~be used for the clinical development~~ of ~~Tollovir,~~their ~~the~~investment in ~~Company’s therapeutic candidate for hospitalized COVID-19 patients~~us.

OnOur ~~January~~management ~~13,~~intends ~~2022,~~to ~~the~~attempt ~~Company~~to ~~issued~~secure 1additional required funding primarily through additional equity or debt financings. We may also seek to secure required funding through sales or out-licensing of intellectual property assets,~~500,000~~ ~~ordinary~~seeking ~~shares~~partnerships with other pharmaceutical companies or third parties to aco-develop ~~service~~and ~~provider~~fund research and development efforts, ~~valued~~or atsimilar ~~$711~~transactions. However,~~000,~~ there can be no assurance that we will be able to obtain required funding. If we are unsuccessful in securing funding from any of ~~which~~these 1sources,~~250,000~~ we will ~~ordinary~~defer, ~~shares~~reduce ~~were~~or ~~issued~~eliminate certain planned expenditures in ~~exchange~~our ofresearch ~~previous~~protocols. ~~commitment~~If we do not have sufficient funds to ~~issue~~continue aoperations, we ~~fixed~~could ~~number~~be required to seek bankruptcy protection or other alternatives that could result in our shareholders losing some or all of their ~~shares~~investment in us.

~~During the period of three months ended March 31, 2022, Principal Amount and unpaid Interest in total amount of $613,000 have been converted into 97,611,464 ordinary shares.~~13

OnTable ~~February 4, 2022 and March 10, 2022, the Company issued total~~ of ~~49,620,690 ordinary shares as partial conversion of $1,804,000 of principal and accrued interest, out of $3,500,000 convertible note granted to Provista Diagnostics, Inc.~~Contents

~~On March 14, 2022, the~~Recent Company and Testing 123, LLC (the “Lender”) signed a Revolving Line of Credit Agreement, pursuant to which the Lender will provide the Company with a credit facility of up to $1,250,000 bearing a monthly interest of 5% calculated for a minimum period of 60 days. The Company may request advances under the agreement from the date of the agreement and until March 14, 2023. The Maturity date of each draw will be the earlier of (i) 60 days from the date of the loan, (ii) the occurrence of an event of default as defined in the agreement and (iii) with respect to funds received by Borrower through collections on receivables included in a Receivables Pool, as defined in the agreement, 3 days after such funds have been received by the escrow account agent or the Company. Additionally, under the terms of the Revolving Line of Credit Agreement, the Company agreed to issue to Testing 123, LLC, shares equal to a 10% ownership stake in Provista, which interest is protected against dilution. As of March 31, 2022, the Company utilized $999,000 out of the credit facility. The Company has estimated the portion of the 10% shares of Provista at $740,000 and recorded $598,000 as interest expenses and $142,000 as prepaid interest expenses under Other Current Assets.Developments

153CL Acquisition

~~Table~~On March 11, 2022, the Company entered into a Share Purchase Agreement (the “SPA”) with 3CL Sciences Ltd. (“3CL”), an Israeli corporation, and NLC Pharma Ltd. (“NLC”), an Israeli corporation, pursuant to which (a) 3CL Sciences will purchase all therapeutic, diagnostic, dietary supplement and pharmaceutical assets from NLC that relate to 3CL protease biology (which is used in the development, manufacture, sale and distribution of ~~Contents~~Tollovid™ and Tollovir™) from NLC in exchange for a 100% equity interest in 3CL, (b) 3CL will allot 30.5% of its shares to the Company in exchange for a total cash commitment of $8 million, (c) NLC will sell 7.54% of 3CL’s issued and outstanding shares to the Company in exchange for a total cash commitment of $2 million, and (d) NLC will exchange 14.31% of 3CL’s issued and outstanding shares for shares of the Company having a market value of $3,800,000 on the day prior to the Closing, such that the Company will own 52% of 3CL’s issued and outstanding share capital and NLC will own 48% of 3CL’s issued and outstanding share capital. The Company and NLC have agreed to identify a seasoned biopharmaceutical CEO to manage 3CL going forward. The board of directors of 3CL Sciences will be made up of five (5) individuals: three (3) appointed by the Company and two (2) appointed by NLC.

~~During~~Provista the first quarter of 2021, the Company’s contractual agreement to supply Covid-19 testing kits to NOAH Laboratories, Inc., a significant customer expired. At the customer’s request, the Company continued to supply Covid-19 testing kits until such time as the customer requested that the Company stop doing so. The customer has not yet paid for some of the Covid-19 testing kits so supplied and has not yet renewed its agreement with the Company. On November 15, 2021, Todos USA sent a demand letter (the “Demand Letter”) to the significant customer with which our contractual agreement to supply Covid-19 testing kits expired. The Demand Letter seeks (a) payment for testing kits that Todos USA supplied for which it was not paid, in the amount of $3,465,000, (b) the return of Todos USA’s equipment, title to which remains with Todos USA unless and until the significant customer meets a minimum purchase requirement, and (c) payment of damages as a result of the significant customer’s unlawful retention of Todos USA’s equipment, in an amount anticipated to be $2 million. The Company and Todos USA are negotiating a settlement with NOAH Laboratories, Inc., which the Company believes will result in most of the Company’s demands being met.Acquisition

On ~~November~~April 419, ~~2020~~2021, wethe Company entered into aan ~~Secured Convertible Equipment Loan~~ Agreement ~~with~~to ~~Friends~~Purchase ofProvista ~~Yeshiva~~Diagnostics, ~~Orot Hateshuva~~ Inc. (“~~Friends”), pursuant~~Agreement to ~~which~~Purchase”) ~~Friends lent us $450,000 to purchase two liquid handler machines. Under the terms of the agreement, the note was issued~~ with Strategic ~~41.4%~~Investment ~~Original Issue Discount~~Holdings, ~~with~~LLC Friends receiving a royalty of 12.5% of all amounts resulting from any diagnostic tests performed by the two liquid handler machines. During the initial payback period and up until the earlier of either (a“SIH”), ~~the~~Ascenda ~~Maturity~~BioSciences ~~Date,~~LLC or (b“Ascenda”) ~~the~~ ~~aggregate~~and ~~loan~~Provista ~~amount is paid in full~~Diagnostics, ~~all Royalty payments made to Investor will be counted towards their loan balance~~Inc. ~~Thereafter,~~ ~~the royalties continue so long as the machines are in use~~(“Provista”). ~~The~~Ascenda ~~Maturity Date~~ was ~~March 4, 2021. On March 4, 2021,~~ the ~~Company~~sole ~~and~~owner ~~Friends agreed to extend the maturity date~~ of the ~~note~~outstanding tosecurities ~~May 1, 2021, in exchange for a payment~~ of ~~$100,000~~Provista and ~~the~~SIH ~~issuance~~is ofthe ~~2,000,000~~sole ~~ordinary shares,~~owner ~~in each case to a charity designated by Friends. As~~ of ~~March~~all ~~25, 2022,~~ the ~~Company has not made any royalty payments to Friends.~~outstanding ~~The~~securities ~~note~~of ~~has been repaid~~Ascenda.

OnPursuant ~~December~~to ~~31,~~the ~~2020,~~Agreement weto ~~entered~~Purchase, ~~into~~the aCompany ~~Secured~~acquired ~~Convertible~~Provista ~~Equipment~~from ~~Loan~~Ascenda ~~Agreement~~and ~~with~~SIH ~~Harper~~for ~~Advance~~an ~~LLC~~aggregate ~~(“Harper”),~~purchase ~~pursuant to~~price ~~which~~of ~~Harper~~$7.5 ~~lent~~million usconsisting of ~~$450,000~~an toinitial ~~purchase~~cash ~~two~~payment ~~liquid~~of ~~handler machines~~$1.25 ~~Under~~million, the ~~terms~~issuance of ~~the~~$1.5 ~~agreement,~~million ~~the~~in ~~note~~Ordinary ~~was~~Shares ~~issued~~priced ~~with 40%~~at ~~Original~~$0.0512 ~~Issue~~per ~~Discount~~share, ~~with~~the ~~Harper~~issuance to ~~receiving~~SIH ~~a royalty~~ of 12a $3.5% ofmillion ~~all~~convertible ~~amounts~~promissory ~~resulting~~note ~~from~~dated ~~any~~April ~~diagnostic~~19, ~~tests~~2021 ~~performed by~~ (the ~~two~~“Note”) ~~liquid~~and ~~handler machines. During~~ the ~~initial~~payment ~~payback~~on ~~period~~for ~~and~~before upJuly 1, ~~until~~2021 ~~the earlier~~ of ~~either~~$1.25 ~~(a)~~million ~~the~~in ~~Maturity~~cash ~~Date, or~~ (b) the ~~aggregate~~ ~~loan~~“July ~~amount is paid in full~~Payment”), ~~all~~which ~~Royalty~~payment ~~payments made to Investor will be counted towards their loan balance. Thereafter,~~ the ~~royalties~~Company ~~continue~~had ~~so long as~~ the ~~machines~~right ~~are~~to, inand ~~use.~~did, ~~The~~extend ~~Maturity~~to ~~Date is April 30~~July 15, 2021. AsThe ofProvista ~~March~~shares ~~25,~~acquired ~~2022,~~by the Company ~~has not~~remained ~~made~~in ~~any~~an ~~royalty~~escrow ~~payments~~account tountil ~~Harper.~~the ~~Harper’s~~July ~~note~~Payment was ~~purchased by another investor and converted into ordinary shares of the Company~~made.

~~Reverse~~The ~~Split~~Note has a maturity date of April 8, 2025, and is convertible into Ordinary Shares of the Company at a conversion price equal to the lesser of $0.05 or the volume weighted average price of the last 20 trading days for the Ordinary Shares prior to the date of conversion. In the event SIH delivers a Notice of Conversion to the Company at a per share price less than $0.05 ($0.05), the Company has the right to immediately notify SIH of its intention to pay the conversion amount in cash within three (3) business days of receipt of the Notice of Conversion (i.e., before SIH would take possession of shares converted under the Notice of Conversion).

AtIn anthe ~~extraordinary~~event ~~general~~that ~~meeting~~the ofCompany ~~our~~lists ~~shareholders~~its ~~held~~Ordinary Shares on ~~July~~a ~~26,~~national ~~2021~~securities exchange, ~~our~~the ~~shareholders~~Note ~~voted~~shall toautomatically ~~approve~~be aexchanged ~~reverse share split of~~into ~~the Company’s~~ ordinary shares ~~within~~with a ~~range~~conversion ofprice ~~1:2~~equal to ~~1:500, to be effective at~~ the ~~ratio~~lesser ~~and on a date to be determined by the Board~~ of ~~Directors of the Company~~ (~~the~~a) ~~“Reverse~~$0.05, ~~Split”~~(b). ~~Although our shareholders approved~~ the ~~Reverse~~opening ~~Split,~~price ~~all per share amounts and calculations in this quarterly report~~ on ~~Form 10-Q and~~ the ~~accompanying~~day ~~financial~~of ~~statements do not reflect~~ the ~~effects~~uplisting ofprovides ~~the~~there ~~Reverse~~is ~~Split,~~no astransaction ~~the~~associated ~~Board~~with ~~of Directors has not determined~~ the ~~ratio~~uplisting or (c) the ~~effective~~deal ~~date~~price of ~~the Reverse Split. At its next general meeting, Todos’ shareholders will be asked to approve~~ an ~~extension~~uplisting ~~of the deadline for the Reverse Split~~transaction.

~~The~~On February 4, 2022 and on March ~~Purchase~~10, ~~Agreement~~2022, ~~with~~the ~~Lincoln~~Company ~~Park~~issued a total of 49,620,690 ordinary shares upon conversion of $1,804,000 of principal and accrued interest, out of a convertible note in the principal amount of $3,500,000 issued in the acquisition of Provista.

On August 4, 2020, we entered into a purchase agreement (the “LPC Purchase Agreement”) with Lincoln Park Capital, LLC (“Lincoln Park”), pursuant to which Lincoln Park agreed to purchase from us up to an aggregate of $10,275,000 of our ordinary shares (subject to certain limitations) from time to time over the term of the LPC Purchase Agreement. Also on August 4, 2020, we entered into a registration rights agreement with Lincoln Park, pursuant to which on August 11, 2020, we filed with the Securities and Exchange Commission, or the SEC, a registration statement (the “LPC Registration Statement”) to register for resale under the Securities Act of 1933, as amended, or the Securities Act, the ordinary shares that have been or may be issued to Lincoln Park under the Purchase Agreement. That registration statement became effective on August 18, 2020.14

16Table of Contents

~~Table of Contents~~Products

~~The~~On ~~LPC~~July ~~Registration Statement covers the resale by Lincoln Park of up to 50~~22,~~000,000~~ ~~ordinary shares~~2021, ~~comprised of: (i) 5,812,500 ordinary shares that we issued to Lincoln Park as a fee for making its irrevocable commitment to purchase our ordinary shares under~~ the ~~Purchase Agreement,~~US ~~which~~Food we& ~~refer~~Drug toAdministration ~~in this quarterly report on Form 10-Q as the Commitment Shares,~~ (iiFDA) ~~3,437,500~~granted ~~ordinary shares that we sold to Lincoln Park on August 5, 2020 for~~ a ~~total~~new ~~purchase~~Certificate ~~price~~ of ~~$275,000~~Free inSale anfor ~~initial~~Tollovid ~~purchase under the Purchase Agreement the (“Initial Purchase Shares”)~~Daily™, ~~and (iii) up to an additional 40,750,000 ordinary shares that we have reserved for sale to Lincoln Park under~~ the ~~LPC Purchase Agreement from time to time after the date of the LPC Registration Statement, if and when we determine to sell additional~~newest ~~ordinary~~member ~~shares to Lincoln Park under the LPC Purchase Agreement. Since August 18, 2020, Lincoln Park has purchased 37,977,388~~ of ~~our ordinary shares under~~ the ~~Purchase Agreement, at prices ranging from $ 0.038 per share to $ 0.115 per share. The~~ Company’s ~~does~~Tollovid™ ~~not~~dietary ~~currently expect~~supplement toproduct ~~sell any more shares to Lincoln Park under the LPC Purchase Agreement~~line.

The ~~Purchase~~Certificate ~~Agreement~~of ~~prohibits~~Free usSale ~~from~~is ~~directing~~for ~~Lincoln~~a ~~Park~~twice-daily todosing ~~purchase~~regimen ~~any~~and, ~~ordinary shares if those ordinary shares~~critically, ~~when~~a ~~aggregated with~~3CL ~~all~~protease ~~other~~inhibitor ~~ordinary~~claim. ~~shares~~Each ~~then~~60-pill ~~beneficially~~bottle ~~owned~~of Tollovid byDaily ~~Lincoln~~can ~~Park~~help support and ~~its~~maintain ~~affiliates,~~healthy ~~would~~immune ~~result~~function infor ~~Lincoln~~30 ~~Park~~days. ~~having~~The ~~beneficial ownership,~~Company atintends ~~any~~to ~~single~~establish ~~point~~a inmonthly ~~time,~~subscription model ofas ~~more~~part ~~than 4.99%~~ of ~~the~~its ~~then~~marketing ~~total~~launch ~~outstanding~~campaign ~~ordinary~~for ~~shares,~~Tollovid asDaily ~~calculated~~immune ~~pursuant~~system tosupport. ~~Section 13(d)~~Tollovid™ ofand ~~the~~Tollovid ~~Securities~~Daily ~~Exchange~~are ~~Act~~both 3CL ofprotease ~~1934,~~inhibitor asproducts ~~amended,~~developed orunder ~~the~~a ~~Exchange~~joint ~~Act,~~venture ~~and~~with ~~Rule~~NLC ~~13d-3 thereunder, which limitation we refer to as the Beneficial Ownership Cap~~Pharma.

~~Issuances~~On ofApril ~~our~~8, ~~ordinary~~2021, ~~shares~~we toreceived ~~Lincoln~~a ~~Park~~notice ~~under the Purchase Agreement will not affect the rights or privileges~~ of ~~our~~allowance ~~existing~~(‘Letter ~~shareholders, except that the economic and voting interests~~ of ~~each~~Intent ofto ~~our~~Grant ~~existing~~a ~~shareholders~~Patent’) ~~will~~from bethe ~~diluted~~European asPatent aOffice ~~result of any such issuance.~~covering ~~Although~~ the ~~number~~use of ~~ordinary~~the ~~shares~~Company’s ~~that~~proprietary ~~our~~Total ~~existing~~Biochemical ~~shareholders~~Infrared ~~own~~Analysis ~~will~~(‘TBIA’) ~~not~~method ~~decrease,~~that ~~the~~uses ~~ordinary~~blood ~~shares~~(plasma ~~owned by our existing~~and/or ~~shareholders~~peripheral ~~will~~blood ~~represent~~mononuclear acells ~~smaller~~‘PBMCs’) ~~percentage~~to ofdistinguish ~~our~~between ~~total~~patients ~~outstanding~~with ~~ordinary~~benign ~~shares~~tumors ~~after~~vs. ~~any~~malignant ~~such~~tumors ~~issuance~~vs. ~~of ordinary shares~~no totumors ~~Lincoln~~(healthy ~~Park under the Purchase Agreement~~controls).

~~SARS~~The patent application specifically covers methods for capturing consistent data from infrared spectroscopy readers, as well as the application of various artificial intelligence algorithm development methods to the data. The ability of TBIA to make a diagnosis of cancer has first been applied to the detection of breast and colon cancers, where Todos has received CE Marks in Europe paving the way for commercialization initially focused on TMB-~~nCoV-~~2 (dense breast / inconclusive mammogram secondary screening) and TMB-1 (general breast cancer screening) cancer ~~Related~~detection ~~Business~~tests.

~~With~~Financing ~~the onset of COVID-19, Todos sought to apply its expertise in developing blood tests for the early detection of cancer~~ and ~~Alzheimer’s disease~~Fundraising toOther ~~distributing~~Than ~~and~~Crossover ~~then developing screening tests for the pandemic.~~Notes

On March 23, 2021, we announced that we have entered into an automation and reagent supply agreement with MAJL Diagnostics (“MAJL”). Under the terms of the agreement, Todos will implement its automation solution, including Tecan™ liquid handlers, automated RNA extraction machines, as well as a 384-well PCR machine capable of conducting COVID, cancer genetics and pharmacogenomics testing, in order to become the provider of all COVID-19 PCR testing reagents and supplies.Toledo

On ~~March~~June 2919, ~~2021~~2020, ~~we announced~~ the ~~successful~~Company ~~installation~~and ofits ~~automated~~subsidiaries, ~~lab~~Todos ~~equipment~~Medical USA and ~~completion~~Corona ofDiagnostics, ~~training~~LLC ~~for~~(“Corona”) entered into a Receivables ~~lab~~Financing ~~client~~Agreement inwith ~~Brooklyn~~Toledo Advisors, LLC (“Toledo”) for up to $25,000,000 in a revolving receivables financing NYfacility (the “Facility”). The ~~implementation~~availability of the ~~Todos~~Facility ~~automation~~shall ~~solution~~terminate ~~has~~on ~~expanded~~the earlier of June 19, 2025 and the ~~lab’s~~date on ~~processing~~which ~~capacity~~more tothan 6$25,000,000 ~~PCR~~has ~~tests~~been ~~per~~advanced. ~~day~~The ~~from 500~~financing ~~PCR~~is ~~tests~~secured ~~per~~by ~~day,~~all ~~with~~of the ~~potential~~assets toof ~~quickly~~the ~~expand~~Company’s towholly-owned upsubsidiary Todos toMedical 12USA,~~000~~ ~~PCR~~Inc. ~~tests~~In ~~per~~addition, ~~day.~~Todos ~~The~~Medical ~~lab~~USA ~~will~~pledged beall ~~implementing~~of ~~EUA~~the ~~approved PCR~~outstanding ~~testing~~equity ~~for~~of ~~COVID-19~~Corona ~~testing,~~to asthe ~~well~~Lender. asThe ~~COVID~~initial +draw under ~~influenza~~the AFacility &was Bon ~~PCR~~June ~~testing~~19, ~~upon~~2020 ~~request~~ for ~~select~~$165,000 ~~clients.~~which ~~Additionally,~~was ~~through~~ due on the ~~future~~earlier ~~implementation~~to occur of ~~pooling,~~(i) ninety days following the ~~lab~~date ~~could~~the draw ~~potentially~~was ~~increase~~made ~~processing~~by ~~capacity~~the toLender inand ~~excess~~(ii) ofthe 40date the receivable,~~000~~ ~~PCR~~for ~~tests~~which ~~per~~the ~~day at~~draw awas ~~4:1~~made, ~~ratio~~is paid. The Facility has since been repaid.

OnIn ~~March~~November 302020, ~~2021,~~the weparties ~~announced~~agreed ~~that~~to weamend ~~have~~the ~~entered~~Facility ~~into~~to areduce ~~distribution~~the ~~partnership~~cost ~~with Osang Healthcare (OHC)~~ of ~~South~~funding ~~Korea,~~ to ~~distribute the~~Todos ~~GeneFinder™~~Medical ~~COVID-19~~USA, ~~Plus~~and ~~RealAMP Kit in the United States. Todos intends~~ to make ~~GeneFinder Plus~~ the ~~primary kit used for~~relationship ~~distribution~~between inCorona ~~its fully integrated~~ and ~~automated~~Toledo ~~COVID-19~~nonexclusive ~~PCR~~in ~~testing~~exchange ~~lab~~for ~~solutions.~~Toledo ~~GeneFinder~~being ~~Plus has been~~ granted ~~Emergency~~a ~~Use Authorization~~percentage ~~(EUA)~~of byCorona’s ~~the~~revenues USfrom ~~FDA~~diagnostic testing.

WeOn ~~market~~January ~~our~~7, ~~COVID-19~~2022, ~~test~~Toledo ~~kits~~filed ~~directly~~a tocomplaint ~~clinical~~against ~~laboratories~~Corona, ~~throughout~~Todos Medical USA, and the ~~U.S.~~Company as(the ~~well~~“Todos asDefendants”), ~~through~~seeking unspecified ~~our~~damages ~~distributors~~for breach of the aforesaid agreements and claiming that at least $139,000 ~~who~~is ~~include~~due under the royalty agreement. The ~~Meridian~~Todos Defendants filed an answer and counterclaim on February 9, ~~Dynamic~~2022, ~~Distributors~~wherein various affirmative defenses were asserted, ~~LLC~~the allegations of the complaint were denied, and ~~others~~the Company asserted counterclaims for breach of contract and other relief.

On ~~March~~April 117, 2022, wethe ~~entered~~Company ~~into~~and aToledo ~~Share~~signed ~~Purchase~~a Settlement Agreement ~~with 3CL Sciences Ltd. (“3CL”) and NLC Pharma Ltd. (“NLC”),~~ pursuant to which weupon ~~will~~execution ~~acquire 52%~~ of the ~~issued~~agreement ~~and~~the ~~outstanding~~Company ~~shares~~paid Toledo of$130,000 ~~3CL~~ and ~~NLC~~issued ~~will~~to ~~acquire~~Toledo ~~48%~~$200,000 worth of ~~the~~ordinary ~~issued and outstanding~~ shares. ofThe ~~3CL~~parties ~~(the~~agreed ~~“Share~~that ~~Purchase~~upon ~~Agreement”).~~delivery ~~Immediately~~of ~~prior~~the tocash ~~entering~~payment ~~into~~and shares, the ~~Share~~parties ~~Purchase~~would ~~Agreement,~~discontinue ~~NLC~~the ~~conveyed to~~complaint ~~3CL~~filed ~~all~~by ofToledo ~~the~~on ~~therapeutic~~January 7, ~~diagnostic~~2022, ~~dietary supplement~~ and ~~pharmaceutical~~that ~~assets~~Toledo ~~from~~irrevocably ~~NLC~~and ~~that~~unconditionally releases ~~relate~~and todischarges ~~3CL~~the ~~protease~~Company ~~biology (which~~from isits ~~used~~June ~~in the development~~19, ~~manufacture,~~2020 ~~sale~~financing agreement and ~~distribution~~July of28, ~~Tollovid™~~2020 ~~and~~Royalty ~~Tollovir™)~~Agreement.

17Leviston

~~Table~~The Company and Leviston Resources LLC, a Delaware limited liability company (“Leviston”) are parties to that certain Securities Purchase Agreement, dated as of ~~Contents~~July 9, 2020, pursuant to which Leviston purchased an aggregate principal amount of $850,000 of convertible notes from the Company. On March 3, 2021, the Company and Leviston entered into a Closing Agreement pursuant to which Leviston exercised its right to invest an additional $847,570 into the Company of convertible notes.

InThe ~~consideration~~Company ofand ~~the~~Leviston ~~3CL~~are ~~shares~~parties ~~being issued~~ to ~~us,~~that wecertain ~~undertook~~Secured toConvertible ~~raise~~Loan ~~$10~~Agreement,~~000,000~~ ~~for~~dated ~~3CL~~as ~~and~~of ~~committed~~May to20, ~~issue~~2022, pursuant to ~~NLC~~which ~~$3,800,000~~Leviston ~~worth~~purchased ofan ~~our~~aggregate ~~ordinary~~principal ~~shares,~~amount ~~based~~of ~~upon~~$1,672,502 ~~the~~of ~~closing~~convertible ~~price~~notes ~~for~~from ~~our ordinary shares~~ the ~~day~~Company ~~before~~(with ~~the~~net ~~closing~~proceeds of $1,003,000) (collectively, the ~~Share Purchase Agreement~~“Note”). The ~~Company~~Note ~~and~~is ~~NLC~~secured ~~agreed~~by tothe ~~identify~~same acollateral ~~seasoned~~that ~~biopharmaceutical~~secures ~~CEO~~the toJuly ~~run~~9, ~~3CL~~2020 ~~going~~convertible ~~forward~~notes. The ~~board~~conversion ~~of directors of 3CL Sciences~~price ~~will~~for bethe ~~made~~Note upis ofequal ~~five~~to ~~(5)~~the ~~individuals:~~lowest ~~three~~trading ~~(3)~~price ~~appointed~~during ~~by the Company~~ and ~~two~~including ~~(2) appointed by NLC. We anticipate that~~ the ~~Share Purchase~~10 ~~Agreement~~days ~~will~~prior ~~close~~to ~~during~~ the ~~second~~Conversion ~~quarter of 2022~~Date.

OnThe ~~April~~initial ~~19,~~closing ~~2021~~date of the Note was March 31, 2022. The maturity date for amounts received under the ~~Company~~note ~~entered~~is ~~into~~180 andays ~~Agreement~~from the date of receipt. According to ~~Purchase~~the ~~Provista~~Secured ~~Diagnostics,~~Convertible ~~Inc.~~Note (“Agreement, tothe ~~Purchase”~~Initial Closing amount was One Million Dollars ($1,000,000) ~~with~~which ~~Strategic~~was ~~Investment~~paid ~~Holdings,~~in ~~LLC~~separate ~~(“SIH”~~installments as follows: 1) $292,700.77 ~~Ascenda~~on ~~BioSciences~~January ~~LLC~~5th, ~~(“Ascenda”~~2022, 2) $400,000 on January 18th 2022 and ~~Provista~~3) ~~Diagnostics,~~and ~~Inc.~~$325,800 ~~(“Provista”).~~on ~~Ascenda~~January ~~was~~19th, ~~the~~2022, ~~sole~~(total ~~owner~~of $1,003,500 net of the ~~outstanding~~original ~~securities~~issue ofdiscount). ~~Provista~~Each ~~and~~such ~~SIH~~amount iswas ~~the~~due ~~sole~~to ~~owner~~be ofrepaid ~~all~~180 ~~the~~days ~~outstanding~~after ~~securities~~it ofwas ~~Ascenda~~paid.

~~Pursuant~~On toMarch ~~the~~15, ~~Agreement to Purchase~~2022, the Company ~~acquired~~repaid ~~Provista~~$324,000, ~~from~~thus ~~Ascenda~~the ~~and~~principal ~~SIH~~amount ~~for~~outstanding anunder ~~aggregate~~the ~~purchase~~Note ~~price~~is ofcurrently $~~7.5~~1,348,501 ~~million consisting~~(including ofthe anoriginal ~~initial~~issue ~~cash payment of $1~~discount).25 ~~million,~~Under the ~~issuance~~terms of ~~$1.5~~the ~~million~~Secured inConvertible ~~Ordinary~~Note ~~Shares~~Agreement, ~~priced~~in atthe ~~$0.0512~~event ~~per~~that ~~share,~~ the ~~issuance to~~Company ~~SIH~~does ofnot atimely repay ~~$3.5~~all ~~million~~amounts ~~convertible~~due ~~promissory~~under ~~note dated April 19, 2021 (~~the “Note”), ~~and~~Leviston has the ~~payment~~right onto ~~for~~convert ~~before~~Two ~~July 1,~~Hundred ~~2021~~Percent (200%) of ~~$1.25~~the ~~million~~Aggregate inLoan ~~cash~~Principal ~~(the “July Payment”)~~Amount, less ~~which~~any ~~payment~~amount ~~the~~that ~~Company~~has ~~had~~been ~~the right to~~repaid, ~~and~~at ~~did,~~the ~~extend~~conversion toprice ~~July 15,~~described ~~2021~~above. ~~The~~As ~~Provista~~of ~~shares acquired by~~ the ~~Company~~date ~~remained~~of inthis anreport ~~escrow~~on ~~account~~Form ~~until~~10-Q, ~~the~~Leviston ~~July~~has not ~~Payment~~issued ~~was~~a ~~made~~conversion notice.

~~The~~Lincoln ~~Note~~Park has a maturity date of April 8, 2025, and is convertible beginning on October 20, 2021, into Ordinary Shares of the Company at a conversion price equal to the lesser of $0.05 or the volume weighted average price of the last 20 trading days for the Ordinary Shares prior to the date of conversion. In the event SIH delivers a Notice of Conversion to the Company at a per share price less than $0.05 ($0.05), the Company has the right to immediately notify SIH of its intention to pay the conversion amount in cash within three (3) business days of receipt of the Notice of Conversion (i.e., before SIH would take possession of shares converted under the Notice of Conversion). If, at any time between October 20, 2021 and April 20, 2022, the average of the lowest bid and closing sale price at 4:00:00 p.m., New York time (or such other time as such market publicly announces is the official close of trading) is below ($0.05), the Company has the option to buy out all or any portion of the Note (the “Buyback Option”). In the event the Company exercises the Buyback Option for an amount equal to or greater than one million, one hundred seventy thousand dollars ($1,170,000) (the “Buyback Amount”), SIH may not submit any conversions below five cents ($0.05) for ninety (90) days from receipt of the Buyback Amount (“90 Day Period”).

InOn ~~the~~August ~~event~~4, ~~that~~2020, ~~the~~we ~~Company~~entered ~~uplists~~into ~~its~~a ~~Ordinary~~purchase ~~Shares~~agreement to(the a“LPC ~~national~~Purchase ~~securities~~Agreement”) ~~exchange,~~with ~~the~~Lincoln ~~Note~~Park ~~shall~~Capital, ~~automatically~~LLC be(“Lincoln Park”), ~~exchanged~~pursuant ~~into Series~~to Bwhich ~~preferred~~Lincoln ~~stock~~Park ~~with~~agreed ato ~~conversion~~purchase ~~price~~from ~~equal~~us up to ~~the~~an ~~lesser~~aggregate of ~~(a)~~ $~~0.05~~10,275,000 of our ordinary shares (bsubject to certain limitations) ~~the~~from ~~opening~~time ~~price~~to ontime over the ~~day~~term of the ~~uplisting~~LPC Purchase Agreement. Also on August 4, 2020, we entered into a registration ~~provides~~rights ~~there~~agreement iswith noLincoln ~~transaction~~Park, ~~associated~~pursuant to which on August 11, 2020, we filed with the ~~uplisting~~Securities and Exchange Commission, or the SEC, a registration statement (cthe “LPC Registration Statement”) to register for resale under the ~~deal~~Securities ~~price~~Act of an1933, as ~~uplisting~~amended, ~~transaction~~or the Securities Act, the ordinary shares that have been or may be issued to Lincoln Park under the LPC Purchase Agreement. That registration statement became effective on August 18, 2020.

~~As of the date of this quarterly report on Form 10-Q, SIH has not submitted a Conversion Notice.~~15

~~Employees and~~Table ~~Consultants~~of Contents

~~During~~The ~~2021~~LPC Registration Statement covers the resale by Lincoln Park of up to 50,000,000 ordinary shares, comprised of: (i) 5,812,500 ordinary shares that we issued to Lincoln Park as a fee for making its irrevocable commitment to purchase our ordinary shares under the ~~Company~~LPC ~~hired~~Purchase Agreement, 23which ~~new~~we ~~employees~~refer to in this registration statement on Form S-1 as the Commitment Shares, ~~including~~(ii) ~~management~~3,437,500 ~~and~~ordinary ~~staffing~~shares that we sold to Lincoln Park on August 5, 2020 for a total purchase price of ~~laboratory~~$275,000 ~~sales~~in an initial purchase under the LPC Purchase Agreement the (“Initial Purchase Shares”), and ~~marketing~~(iii) up to an additional 40,750,000 ordinary shares that we have reserved for sale to Lincoln Park under the LPC Purchase Agreement from time to time after the date of the LPC Registration Statement, if and ~~general~~when ~~administrative~~we determine ~~staffing~~to sell additional ordinary shares to Lincoln Park under the LPC Purchase Agreement. Since August 18, 2020, Lincoln Park has purchased 37,977,388 of our ordinary shares under the LPC Purchase Agreement, at prices ranging from $ 0.038 per share to $ 0.115 per share. The Company does not currently expect to sell any more shares to Lincoln Park under the LPC Purchase Agreement.

18The LPC Purchase Agreement prohibits us from directing Lincoln Park to purchase any ordinary shares if those ordinary shares, when aggregated with all other ordinary shares then beneficially owned by Lincoln Park and its affiliates, would result in Lincoln Park having beneficial ownership, at any single point in time, of more than 4.99% of the then total outstanding ordinary shares, as calculated pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, and Rule 13d-3 thereunder, which limitation we refer to as the Beneficial Ownership Cap.

~~Table~~Issuances of our ordinary shares to Lincoln Park under the LPC Purchase Agreement will not affect the rights or privileges of ~~Contents~~our existing shareholders, except that the economic and voting interests of each of our existing shareholders will be diluted as a result of any such issuance. Although the number of ordinary shares that our existing shareholders own will not decrease, the ordinary shares owned by our existing shareholders will represent a smaller percentage of our total outstanding ordinary shares after any such issuance of ordinary shares to Lincoln Park under the LPC Purchase Agreement.

~~ITEM~~Yeshiva 3.Orot ~~QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK~~Hateshuva

~~There~~On ~~have~~November ~~been~~4, no2020, ~~material~~we ~~changes~~entered into a Secured Convertible Equipment Loan Agreement with Friends of Yeshiva Orot Hateshuva Inc. (“Friends”), pursuant to ~~our~~which ~~market~~Friends ~~risk~~lent ~~during~~us ~~the~~$450,000 ~~first~~to ~~quarter~~purchase two liquid handler machines. Under the terms of ~~2022~~the agreement, the note was issued with 41.4% ~~For~~Original Issue Discount, with Friends receiving a ~~discussion~~royalty of ~~our~~12.5% ~~exposure~~of toall ~~market~~amounts ~~risk~~resulting from any diagnostic tests performed by the two liquid handler machines. During the initial payback period and up until the earlier of either (a) the Maturity Date, ~~please~~or (b) ~~see~~the ~~Part~~aggregate IIloan amount is paid in full, ~~Item~~all 7ARoyalty payments made to Investor will be counted towards their loan balance. Thereafter, the ~~“Quantitative~~royalties continue so long as the machines are in use. The Maturity Date was March 4, 2021. On March 4, 2021, the Company and ~~Qualitative~~Friends agreed ~~Disclosures~~to ~~About~~extend ~~Market~~the ~~Risk”~~maturity date of ~~our~~the note to May 1, 2021, ~~Form~~in ~~10-K~~exchange for a payment of $100,000 and the issuance of 2,000,000 ordinary shares, in each case to a charity designated by Friends. As of August 16, 2022, the Company has not made any royalty payments to Friends. The note has been repaid.

~~TODOS~~On ~~MEDICAL~~July ~~LTD~~19, 2021, we entered into a Secured Promissory Note and a Secured Loan Agreement with Friends, pursuant to which Friends lent us an aggregate principal amount of $1,666,666 (with net proceeds to us of $1,000,000), with a maturity date of January 19, 2022. On January 27, 2022, Friends agreed to extend the due date of the Original Note from January 19, 2022 to April 19, 2022 in exchange for increasing the balance due to $1,833,333 (the “Extension Agreement), inclusive of a 10% ($166,666) cash fee (the “Extension Cash Fee”) and a 13% equity fee (the “Extension Equity Fee”) valued at $216,666 that was issued as of January 31st, 2022 at the conversion price of $0.0575 per Ordinary share of Todos. On February 18, 2022, Todos and Friends agreed to further amend the understanding between the Parties as it relates to the Original Note and the Extension Agreement to allow for a partial repayment of the Original Note and allow for that Original Note to become convertible into Ordinary Shares of the Lender. If the note to Friends was not repaid by April 30, 2022, Friends had the right to convert One Hundred Percent (100%) of Loan Principal, less any amount that has been repaid, at a default conversion price equal to the lowest closing price of the Company’s Ordinary Shares in the ten (10) days prior to the conversion. The note was not repaid by April 30, 2022, and as of the date of this report on Form 10-Q, Friends has not converted the note.

~~ITEM~~Harper ~~4. CONTROLS AND PROCEDURES~~Advance

On December 31, 2020, we entered into a Secured Convertible Equipment Loan Agreement with Harper Advance LLC (“Harper”), pursuant to which Harper lent us $450,000 to purchase two liquid handler machines. Under the terms of the agreement, the note was issued with 40% Original Issue Discount, with Harper receiving a royalty of 12.5% of all amounts resulting from any diagnostic tests performed by the two liquid handler machines. During the initial payback period and up until the earlier of either (a) ~~Disclosure~~the ~~Controls~~Maturity Date, or (b) the aggregate loan amount is paid in full, all Royalty payments made to Investor will be counted towards their loan balance. Thereafter, the royalties continue so long as the machines are in use. The Maturity Date was April 30, 2021. As of August 16, 2022, the Company has not made any royalty payments to Harper. Harper’s note was purchased by another investor and ~~Procedures~~converted into ordinary shares of the Company.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2022, or the Evaluation Date. Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are ineffective in recording, processing, summarizing and reporting, on a timely basis, information required to be included in periodic filings under the Exchange Act and that such information is not accumulated and communicated to management, including our principal executive and financial officers, in a manner sufficient to allow timely decisions regarding required disclosure, due to lack of sufficient internal accounting personnel, segregation of duties, lack of sufficient internal controls (including IT general controls) that encompass the Company as a whole with respect to entity and transactions level controls in order to ensure complete documentation of complex and non-routine transactions and adequate financial reporting.16

~~Management has~~Table identified corrective actions to remediate such material weaknesses, and subject to fundraising, which includes hiring additional employees. Management intends to implement procedures to remediate such material weaknesses during the fiscal year 2022; however, the implementation of ~~these initiatives may not fully address any material weakness or other deficiencies that we may have in our disclosure controls and procedures.~~Contents

~~(b)~~T-Cell Protect ~~Changes~~Hellas ~~in Internal Control over Financial Reporting~~S.A.

~~During~~On November 22, 2021, the ~~quarter~~Company ~~ended~~entered ~~March~~into ~~31,~~a ~~2022,~~Securities ~~there~~Purchase ~~were~~Agreement nowith ~~changes~~T-Cell Protect Hellas S.A. (“T-Cell”) pursuant to which the Company agreed to issue a convertible promissory note (the “Note”) to T-Cell Protect in ~~our~~the ~~internal~~principal ~~control~~amount of ~~over~~€1,000,000. ~~financial~~To ~~reporting~~date, ~~that~~T-Cell ~~have~~has ~~materially~~not ~~affected~~fulfilled its obligation to pay for the Note, and therefore the Company has not yet issued orthe ~~are~~Note. ~~reasonably~~The ~~likely~~proceeds from this Transaction are intended to ~~materially~~be ~~affect~~used for the clinical development of Tollovir, ~~our~~the ~~internal~~Company’s ~~control~~therapeutic candidate ~~over~~for ~~financial~~hospitalized ~~reporting~~COVID-19 patients.

19Testing 123, LLC

~~Table~~On March 14, 2022, the Company and Testing 123, LLC (the “Lender”) signed a Revolving Line of ~~Contents~~Credit Agreement, pursuant to which the Lender will provide the Company with a credit facility of up to $1,250,000 bearing a monthly interest of 5% calculated for a minimum period of 60 days. The Company may request advances under the agreement from the date of the agreement and until March 14, 2023. The Maturity Date of each draw will be the earlier of (i) 60 days from the date of the loan, (ii) the occurrence of an event of default as defined in the agreement and (iii) with respect to funds received by the Company through collections on receivables included in a Receivables Pool, as defined in the agreement, 3 days after such funds have been received by the escrow account agent or the Company. Additionally, under the terms of the Revolving Line of Credit Agreement, the Company agreed to issue to Testing 123, LLC, shares equal to a 10% ownership stake in Provista, which interest is protected against dilution. As of June 30, 2022, the Company utilized the entire credit facility. The Company has estimated the carrying value of the 10% shares of Provista at $635,000 and recorded $635,000 as interest expenses.

~~PART~~Crossover ~~II - OTHER INFORMATION~~Notes

~~ITEM 1. LEGAL PROCEEDINGS~~Yozma

~~There~~On ~~have~~January ~~been~~22, no2021, ~~material~~we ~~changes~~entered into a Securities Purchase Agreement with Yozma Group Korea Ltd. (the “First Yozma Purchaser”) pursuant to ~~our~~which ~~legal~~on ~~proceedings~~January as29, ~~described~~2021, the Company issued a convertible promissory note to the Purchaser in ~~“Part~~the Iprincipal amount of $4,857,142.86 for ~~Item~~proceeds of $3.,400,000 ~~Legal~~(the ~~Proceedings~~“Transaction”). The note has a maturity date of ~~our~~one ~~2021~~year ~~Form~~from the date of issuance and pays ~~10-K~~interest at a rate of 4% per annum. In addition, the First Yozma Purchaser received a warrant to purchase up to 16,956,929 Ordinary Shares of the Company with an exercise price equal to $0.107415 per share. The warrant is exercisable for 5 years from the date of issuance. In the event that the Company effectuates a reverse split of its ordinary shares for a ratio in excess of 1:20, the resulting adjusted warrant shares and exercise price are limited to a 1:20 ratio.

~~ITEM~~The 1Anote is convertible into Ordinary Shares of the Company at a conversion price of $0.0599. ~~RISK~~In ~~FACTORS~~the event that the Company lists its Ordinary Shares on a national securities exchange, the First Yozma Purchaser, upon request of the Company, will be obligated to exchange its note for Preferred A Shares that convert, solely at the discretion of the Company’s Board of Directors, into Ordinary Shares at a conversion rate of 1,000 Ordinary Shares per Preferred A Share. As of July 22, 2022, there are 50,000 Preferred A Shares authorized which equals a total possible issuance of 50 million Ordinary Shares pursuant to the conversion of the Preferred A Shares.

~~There~~On ~~have~~April ~~been~~27, no2021, ~~material~~we ~~changes~~entered into a Securities Purchase Agreement (the “SPA”) with Yozma Global Genomic Fund (the “Second Yozma Purchaser” and together with the First Yozma Purchaser, the “Yozma Purchasers”) pursuant to ~~our~~which ~~risk~~on ~~factors~~April ~~from~~28, 2021, ~~those~~the ~~disclosed~~Company issued a convertible promissory note to the Purchaser in ~~“Part~~the Iprincipal amount of $4,714,285.71 ~~Item~~for 1Aproceeds of $3,300,000. The ~~Risk~~note ~~Factors”~~has a maturity date of ~~our~~one ~~2021~~year ~~Form~~from the date of issuance and pays interest at a rate of 4% per annum. The note is convertible ~~10-K~~into Ordinary Shares of the Company at a conversion price of $0.0599. In the event that the Company lists its Ordinary Shares on a national securities exchange, the Second Yozma Purchaser, upon request of the Company, will be obligated to exchange its note for Preferred A Shares that convert, solely at the discretion of the Company’s Board of Directors, into Ordinary Shares at a conversion rate of 1,000 Ordinary Shares per Preferred A Share.

~~ITEM~~The 2.notes ~~UNREGISTERED~~issued ~~SALES~~to OFthe ~~EQUITY~~Yozma ~~SECURITIES~~Purchasers ~~AND~~are ~~USE~~currently OFpast ~~PROCEEDS~~due, and the Company is negotiating an extension of the maturity dates with Yozma.

~~There are no transactions that have not been previously included in a Current Report on Form 8-K.~~17

~~ITEM 3.~~Table ~~DEFAULTS~~of ~~UPON SENIOR SECURITIES~~Contents

~~Not~~Kips ~~applicable.~~Bay

~~ITEM~~On April 8, 2021, the Company entered into a Securities Purchase Agreement with Kips Bay Select LP (the “Purchaser”) pursuant to which the Company agreed to issue a convertible promissory note (the “First Kips Bay Note”) to the Purchaser in the principal amount of $4,285,714.29 ~~MINE~~for ~~SAFETY~~proceeds ~~DISCLOSURES~~of $3,000,000. The closing occurred on April 12, 2021. The First Kips Bay Note has a maturity date of one year from the date of issuance and pays interest at a rate of 4% per annum. In addition, the Purchaser received a warrant to purchase up to 16,000,000 Ordinary Shares of the Company with an exercise price equal to $0.107415 per share. The warrant is exercisable for 5 years from the date of issuance. In the event that the Company effectuates a reverse split of its Ordinary Shares for a ratio in excess of 1:20, the resulting adjusted warrant shares and exercise price are limited to a 1:20 ratio. The Company used the net proceeds from the First Kips Bay Note to initiate the Phase 2 for Tollovir™ clinical trial in COVID-19 patients, complete the acquisition of Provista Diagnostics, Inc. and for general corporate purposes.

~~Not~~The ~~applicable~~First Kips Bay Note is convertible into Ordinary Shares at a conversion price of $0.0599. In the event that the Company lists its Ordinary Shares on a national securities exchange, the Purchaser, upon request of the Company, will be obligated to exchange the Original Issue Discount portion of the First Kips Bay Note for Preferred A Shares, while the Purchaser may elect to convert the remaining principal amount of its notes.

20The First Kips Bay Note is currently past due and the Company is negotiating an extension of the maturity date with the Purchaser.

~~Table~~Until May 5, 2022, the Purchaser had the option to purchase an additional note in the principal amount of ~~Contents~~$5,285,714.20 for proceeds of $3,700,000 and an additional warrant to purchase 16,000,000 Ordinary Shares. The purchaser did not exercise the option.

~~TODOS~~On ~~MEDICAL~~July ~~LTD~~7, 2021, the Company entered into a Securities Purchase Agreement with the Purchaser pursuant to which the Company agreed to issue a convertible promissory note (the “Second Kips Bay Note”) to the Purchaser in the principal amount of $1,535,714 for proceeds of $1,075,000. The closing occurred on July 7, 2021. In addition, the Purchaser received a warrant to purchase up to 3,440,000 Ordinary Shares of the Company with an exercise price equal to $0.107415 per share. The warrant is exercisable for 5 years from the date of issuance. The Second Kips Bay Note has a maturity date of one year from the date of issuance and pays interest at a rate of 4% per annum. The Second Kips Bay Note is convertible into Ordinary Shares of the Company at a conversion price of $0.0599. In the event that the Company lists its Ordinary Shares on a national securities exchange, the Purchaser, upon request of the Company, will be obligated to exchange the Original Issue Discount portion of the Second Kips Bay Note for Preferred A Shares, while the Purchaser may elect to convert the remaining principal amount of its notes. The Company used the net proceeds for general corporate purposes.

~~ITEM~~The 5.Second ~~OTHER~~Kips ~~INFORMATION~~Bay Note is currently past due and the Company is negotiating an extension of the maturity date with the Purchaser.

~~Not~~On ~~applicable~~October 21, 2021, Todos Medical Ltd. (the “Company”) entered into a Securities Purchase Agreement with the Purchaser pursuant to which the Company agreed to issue a convertible promissory note (the “Third Kips Bay Note”) to the Purchaser in the principal amount of $1,428,571.43 for proceeds of $1,000,000. The closing occurred on October 22, 2021. In addition, the Purchaser received a warrant to purchase up to 3,440,000 shares of Common Stock of the Company with an exercise price equal to $0.107415 per share. The warrant is exercisable for 5 years from the date of issuance. The Third Kips Bay Note has a maturity date of one year from the date of issuance and pays interest at a rate of 4% per annum. The Third Kips Bay Note is convertible into shares of Common Stock at a conversion price of $0.0599. In the event that the Company lists its Ordinary Shares on a national securities exchange, the Purchaser, upon request of the Company, will be obligated to exchange the Original Issue Discount portion of its Third Kips Bay Note for Preferred A Shares, while the Purchaser may elect to convert the remaining principal amount of its notes. The Company intends to use the net proceeds from this Third Kips Bay Note to continue funding the ongoing Phase 2 clinical trial of Tollovir® in hospitalized COVID-19 patients, beginning the initial marketing campaign for the cPass neutralizing antibody test launch at Provista Diagnostics and general corporate purposes.

~~ITEM 6. EXHIBIT INDEX~~ 18

Exhibit Number		Description
3.1		Amended and Restated Articles of Association of Todos Medical Ltd. (filed as Exhibit 99.1 to the Company’s current report on Form 6-K (File No. 333-209744) filed on March 30, 2017).
4.1		Todos Medical Ltd. 2015 Israeli Share Option Plan (filed as Exhibit 10.7 to the Company’s registration statement on Form F-1 (File No. 333-209744) filed on February 26, 2016).
4.2		Todos Medical Ltd. 2021 Equity Incentive Plan
4.3		Description of Ordinary Shares
10.1		Employment Agreement, dated March 16, 2017, between Todos Medical Singapore Pte Ltd. and Dr. Wee Yue Chew and warrant agreement, dated March 16, 2017, between Todos Medical Ltd. and Dr. Wee Yue Chew (filed as Exhibit 4.12 to Form 20-F (File No. 333-209744) filed on May 1, 2017).
10.2		Share Purchase and Assignment of License Agreement among Todos Medical Ltd., Amarantus Bioscience Holdings, Inc., and Breakthrough Diagnostics, Inc., dated February 27, 2019, filed as Exhibit 4.4 to the Company’s Form 6-K filed on February 28, 2019
10.3		Marketing and Reseller Agreement, between the Company and Care G.B. Plus Ltd., dated December 20, 2018 filed as Exhibit 4.10 to the Company’s Form 20-F filed on March 28, 2019.
10.4		Exclusive option agreement among the Company, Strategic Investment Holdings, LLC, Ascenda BioSciences LLC and Provista Diagnostics, Inc. dated January 6, 2020. filed as Exhibit 10.8 to the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.5		2% Convertible Redeemable Note made by the Company in favor of Shmuel Rotbard in the original principal amount of $375,000 dated June 15, 2020 filed as Exhibit 10.9 to the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.6		Securities Purchase Agreement with Daniel Reich, dated June 23, 2020. filed as Exhibit 10.10 to the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.7		Securities Purchase Agreement with Alexsander Shmuel Bar On, dated June 29, 2020. filed as Exhibit 10.11 to the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020
10.8		Securities Purchase Agreement, dated July 9, 2020, with Leviston Resources, LLC. filed as Exhibit 10.12 to the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.9		Form of convertible note dated July 28, 2020, between the Company and the Todos Investors. filed as Exhibit 10.13 to the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.10		Purchase Agreement dated as of August 4, 2020 by and between Todos Medical Ltd. and Lincoln Park Capital Fund, LLC. filed as Exhibit 10.1 to the Company’s Form 6-K filed on August 6, 2020.
10.11		Registration Rights Agreement dated as of August 4, 2020 by and between Todos Medical Ltd. and Lincoln Park Capital Fund, LLC, filed as Exhibit 10.2 to the Company’s Form 6-K filed on August 6, 2020.
10.12		Research and License Agreement with B.G. Negev Technologies and Applications Ltd. and Mor Research Applications Ltd., dated April 26, 2010, as amended June 25, 2012 (filed as Exhibit 10.1 to the Company’s registration statement on Form F-1 (File No. 333- 209744) filed on February 26, 2016).
10.13		Addendum No. 2 to Research and License Agreement Dated March 19, 2017, as amended on June 25, 2012 with B.G. Negev Technologies and Applications Ltd. and Mor Research Applications Ltd. (filed as Exhibit 4.2 to Form 20-F (File No. 333- 209744) filed on May 1, 2017).
10.14		Employment Agreement between the Company and Dr. Herman Weiss, dated March 25, 2019, filed as Exhibit 10.11 to the Company’s Registration Statement on Form F-1 filed on April 22, 2019
10.15		Loan Agreement dated March 24, 2020 by and between Todos Medical Ltd. and Ethel Zelniec, filed as Exhibit 10.19 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.16		Loan Agreement dated February 25, 2020 by and between Todos Medical Ltd. and Ethel Zelniec, filed as Exhibit 10.20 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.17		Loan Agreement dated January 23, 2020, by and between Todos Medical Ltd. and Bel Har Investments Ltd., filed as Exhibit 10.21 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.18		Loan Agreement dated March 23, 2020 by and between Todos Medical Ltd. and Bel Har Investments Ltd., filed as Exhibit 10.22 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.19		Loan Agreement dated March 24, 2020 by and between Todos Medical Ltd. and DPH Investments Ltd., filed as Exhibit 10.23 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.20		Loan Agreement dated March 22, 2020 by and between Todos Medical Ltd. and Avner Krohn, filed as Exhibit 10.24 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.21		Loan Agreement dated March 15, 2020 by and between Todos Medical Ltd. and Shmuel Rotbard, filed as Exhibit 10.25 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.22		Form of Loan Agreement dated March 24, 2020 by and between Todos Medical Ltd. and DPH Investments Ltd., filed as Exhibit 10.26 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

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21Merkakein

~~Table~~On July 6, 2021, the Company entered into a Securities Purchase Agreement with S.B. Nihul Merkakein pursuant to which the Company issued a convertible promissory note to Merkakein in the principal amount of ~~Contents~~$285,714 for proceeds of $200,000. The closing occurred on July 6, 2021. In addition, Merkakein received a warrant to purchase up to 997,466 Ordinary Shares of the Company with an exercise price equal to $0.107415 per share. The warrant is exercisable for 5 years from the date of issuance. The Company used the net proceeds for general corporate purposes. The note has a maturity date of one year from the date of issuance and pays interest at a rate of 4% per annum. The note is convertible into Ordinary Shares at a conversion price of $0.0599. In the event that the Company lists its Ordinary Shares on a national securities exchange, Merkakein, upon request of the Company, will be obligated to exchange its note for Preferred A Shares that convert, solely at the discretion of the Company’s Board of Directors, into Ordinary Shares at a conversion rate of 1,000 Ordinary Shares per Preferred A Share.

10.23		Form of Loan Agreement dated March 24, 2020 by and between Todos Medical Ltd. and Tehresa Yee Ling Tan, filed as Exhibit 10.27 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.24		Loan Agreement dated January 27, 2020 by and between Todos Medical Ltd. and Greentree Financial Group Inc., filed as Exhibit 10.28 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.
10.26		Receivables Financing Agreement effective as of June 19, 2020 by and among Toledo Advisors L.L.C., Corona Diagnostics LLC, Todos Medical USA, a Nevada corporation and Todos Medical Ltd.
10.27		Amendment to Receivables Financing Agreement effective as of November 19, 2020 by and among Toledo Advisors L.L.C., Corona Diagnostics LLC, Todos Medical USA, a Nevada corporation and Todos Medical Ltd.
10.28		Secured Convertible Equipment Loan Agreement, dated November 4, 2020, between Todos Medical Ltd. and Friends of Yeshiva Orot Hateshuva Inc
10.29		Secured Convertible Equipment Loan Agreement, dated December 31, 2020, between Todos Medical Ltd. and Harper Advance LLC.
10.30		Non-Exclusive Distribution Agreement, dated March 17, 2020 between Todos Medical Ltd. and 3D Biomedicine Science and Technology Co. Ltd.
10.31		Medical Device Distribution Agreement, dated June 4, 2020 between Todos Medical Ltd. and 3D Biomedicine Science and Technology Col. Ltd.
10.32		Distribution Agreement dated June 18, 2020 between Todos Medical Ltd. and Meridian Health Services Network, Inc.
10.33		Distribution Agreement, dated July 23, 2020, between Todos Medical Ltd. and PCL Inc.
10.34		Amendment No. 1, dated July 28, 2020, to the Binding Joint Venture Agreement between Todos Medical Ltd. and Amarantus Bioscience Holdings, Inc
10.35		Securities Purchase Agreement dated as of January 22, 2021, between Todos Medical Ltd and Yozma Global Genomic Fund 1, filed as Exhibit 10.1 on the Company’s Form 8-K filed January 26, 2021.
10.36		Form of Promissory Convertible Note issued by Todos Medical Ltd to Yozma Global Genomic Fund 1, filed as Exhibit 10.2 on the Company’s Form 8-K filed January 26, 2021.
10.37		Form of Ordinary Share Purchase Warrant issued by Todos Medical Ltd. to Yozma Korea Group Ltd., filed as Exhibit 10.3 on the Company’s Form 8-K filed on January 26, 2021.
10.38		Form of Securities Purchase Agreement, dated April 8, 2021, between Todos Medical Ltd. and the Purchaser, filed as Exhibit 10.1 on the Company’s Form 8-K filed April 14, 2021.
10.39		Form of Promissory Convertible Note issued by Todos Medical Ltd. to the Purchaser, filed as Exhibit 10.2 on the Company’s Form 8-K filed April 14, 2021.
10.40		Form of Ordinary Share Purchase Warrant issued by Todos Medical Ltd. to the Purchaser, filed as Exhibit 10.3 on the Company’s Form 8-K filed on April 14, 2021.
10.41		Agreement to Purchase Provista Diagnostics, Inc. dated April 19, 2021, filed as Exhibit 10.1 on the Company’s Form 8-K filed on April 23, 2021.
10.42		Securities Purchase Agreement dated April 19, 2021, filed as Exhibit 10.2 on the Company’s Form 8-K filed on April 23, 2021.
10.43		Convertible Promissory Note dated April 19, 2021, filed as Exhibit 10.3 on the Company’s Form 8-K filed on April 23, 2021.
10.44		Security Agreement dated April 19, 2021, filed as Exhibit 10.4 on the Company’s Form 8-K filed on April 23, 2021.
10.45		Proxy Statement filed as Exhibit 99.1 on the Company’s Form 8-K filed on June 28, 2021.
10.46		Securities Purchase Agreement dated as of April 27, 2021, filed as Exhibit 10.1 on the Company’s Report on Form 8-K filed on April 30,2021.
10.47		Promissory Convertible Note dated April 2021, filed as Exhibit 10.2 on the Company’s Report on Form 8-K filed on April 30, 2021.
10.48		Ordinary Share Purchase Warrant dated April 2021, filed as Exhibit 10.3 on the Company’s Report on Form 8-K filed on April 30, 2021.
10.49		Securities Purchase Agreement dated as of July 7, 2021, filed as Exhibit 10.1 on the Company’s Report on Form 8-K filed on July 8, 2021.
10.50		Promissory Convertible Note dated July 7, 2021, filed as Exhibit 10.2 on the Company’s Report on Form 8-K filed on July 8, 2021.
10.51		Ordinary Shares Purchase Warrant dated July 7, 2021, filed as Exhibit 10.3 on the Company’s Report on Form 8-K filed on July 8, 2021.
10.52		Securities Purchase Agreement dated as of September 15, 2021, filed as Exhibit 10.1 on the Company’s Report on Form 8-K filed on September 24, 2021.
10.53		Promissory Convertible Note dated September 15, 2021, filed as Exhibit 10.2 on the Company’s Report on Form 8-K filed on September 24, 2021.
10.54		Ordinary Shares Purchase Warrant dated September 15, 2021, filed as Exhibit 10.3 on the Company’s Report on Form 8-K filed on September 24, 2021.
10.55		Securities Purchase Agreement dated October 21, 2021, between the Company and Kips Bay Select LP, filed as Exhibit 10.1 on the Company’s Report on Form 8-K filed on October 22, 2021
10.56		Promissory Convertible Note dated October 21, 2021, issued by the Company to Kips Bay Select LP, filed as Exhibit 10.2 on the Company’s Report on Form 8-K filed on October 22, 2021.
10.57		Ordinary Shares Purchase Warrant dated October 21, 2021, issued by the Company to Kips Bay Select LP, filed as Exhibit 10.3 on the Company’s Report on Form 8-K filed on October 22, 2021.
10.58		Share Purchase Agreement, dated March 11, 2022, among the Company, 3CL Sciences Ltd., an Israeli corporation, and NLC Pharma Ltd., an Israeli corporation, filed as Exhibit 10.1 on the Company’s Report on Form 8-K filed on March 16, 2022
10.59		Revolving Line of Credit Agreement by and between Todos Medical Ltd. and Provista Diagnostics Inc. and Testing 123, LLC, dated as of March 14, 2022
10.60		Pledge and Security Agreement made and entered into on March 14, 2022, by and between Todos Medical Ltd. and Provista Diagnostics Inc, and Testing 123 LLC
10.61		Revolving Credit Note, dated March 14, 2022, from Todos Medical Ltd. and Provista Diagnostics Inc. to Testing 123 LLC
31.1		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		Inline XBRL Instance Document
101.SCH		Inline XBRL Taxonomy Extension Schema
101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase
101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase
101.LAB		Inline XBRL Taxonomy Extension Label Linkbase
101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

The  Note is currently past due and the Company is negotiating an extension of the maturity date with Merkakein.

22Mercer Street

~~Table~~On September 23, 2021, the Company completed the conditions precedent required to enter into a Securities Purchase Agreement with Mercer Street Global Opportunity Fund, LLC pursuant to which the Company issued a convertible promissory note to Mercer Street in the principal amount of ~~Contents~~$2,285,142.86 for proceeds of $2,000,000. In addition, the Purchaser received a warrant to purchase up to 11,924,636 Ordinary Shares of the Company with an exercise price equal to $0.107415 per share. The warrant is exercisable for 5 years from the date of issuance. The Company intends to use the net proceeds from the conversion shares and the warrant shares to initiate Phase 2/3 trials for Tollovir™ COVID-19 patients, initiate digital marketing for its dietary supplement Tollovid®, increase sales & marketing for Provista Diagnostics, and for general corporate purposes. The note has a maturity date of one year from the date of issuance and pays interest at a rate of 4% per annum. The note is convertible into Ordinary Shares of the Company at a conversion price of $0.0599. In the event that the Company lists its Ordinary Shares on a national securities exchange, Mercer Street, upon request of the Company, will be obligated to exchange the Original Issue Discount portion of its note for Preferred A Shares, while Mercer Street may elect to convert the remaining principal amount of its notes. On April 11, 2022, Mercer Street converted $748,750 of principal and accrued interest into 15,625,000 ordinary shares.

~~SIGNATURES~~Quick Capital

~~Pursuant~~On August 9, 2021, the Company entered into a Securities Purchase Agreement with Quick Capital, LLC pursuant to which the ~~requirements~~Company ofissued a convertible promissory note to Quick Capital in the ~~Securities~~principal ~~Exchange~~amount ~~Act~~of $142,857 for proceeds of ~~1934~~$100,000. The closing occurred on August 9, 2021 . In addition, Quick Capital received a warrant to purchase up to 498,733 Ordinary Shares of the ~~registrant~~Company with an exercise price equal to $0.107415 per share. The warrant is exercisable for 5 years from the date of issuance. The Company used the net proceeds for general corporate purposes. The note has ~~duly~~a ~~caused~~maturity ~~this~~date ~~report~~of toone beyear ~~signed~~from the date of issuance and pays interest at a rate of 4% per annum. The note is convertible into Ordinary Shares at a conversion price of $0.0599. In the event that the Company lists its Ordinary Shares on a national securities exchange, Quick Capital, upon request of the Company, will be obligated to exchange its ~~behalf~~note byfor Preferred A Shares that convert, solely at the ~~undersigned~~discretion ~~thereunto~~of ~~duly~~the ~~authorized~~Company’s Board of Directors, into Ordinary Shares at a conversion rate of 1,000 Ordinary Shares per Preferred A Share.

	Todos Medical Ltd.
Date: May 16, 2022	By:	/s/ Gerald Commissiong
		Gerald Commissiong
		Chief Executive Officer
Date: May 16, 2022	By:	/s/ Daniel Hirsch
		Daniel Hirsch
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

On December 14, 2021, the Company entered into a Securities Purchase Agreement with Quick Capital pursuant to which the Company issued a convertible promissory note to Quick Capital in the principal amount of $142,857 for proceeds of $100,000. The note has a maturity date of one year from the date of issuance and pays interest at a rate of 4% per annum. The note is convertible into Ordinary Shares at a conversion price of $0.0599. In addition, Quick Capital received a warrant to purchase up to 5,613,334 Ordinary Shares of the Company with an exercise price equal to $0.107415 per share. The warrant is exercisable for 5 years from the date of issuance. The Company intends to use the net proceeds for general corporate purposes. In the event that the Company lists its Ordinary Shares on a national securities exchange, Quick Capital, upon request of the Company, will be obligated to exchange its note for Preferred A Shares that convert, solely at the discretion of the Company’s Board of Directors, into Ordinary Shares at a conversion rate of 1,000 Ordinary Shares per Preferred A Share.

2319

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Greentree

On October 11, 2021, the Company entered into a Securities Purchase Agreement with Greentree Financial Group pursuant to which the Company issued a convertible promissory note to the Purchaser in the principal amount of $428,571 for proceeds of $300,000. In addition, Greentree received a warrant to purchase up to 1,252,087 Ordinary Shares of the Company with an exercise price equal to $0.107415 per share. The warrant is exercisable for 5 years from the date of issuance. The Company used the net proceeds for general corporate purposes. The note has a maturity date of one year from the date of issuance and pays interest at a rate of 4% per annum. The note is convertible into Ordinary Shares at a conversion price of $0.0599. In the event that the Company lists its Ordinary Shares on a national securities exchange, Greentree, upon request of the Company, will be obligated to exchange the Original Issue Discount portion of its note for Preferred A Shares, while Greentree may elect to convert the remaining principal amount of its notes.

Leonite

On November 2, and November 24, 2021, the Company entered into a Securities Purchase and other related documents with Leonite Fund I, LP pursuant to which the Company issued a convertible promissory note to Leonite in the principal amount of $1,432,142 for proceeds of $1,002,500. The closing occurred on November 2, 2021. The note has a maturity date of one year from the date of a issuance and pays interest at a rate of 4% per annum. The note is convertible into Ordinary Shares at a conversion price of $0.0599.

In addition, the Purchaser received a warrant to purchase up to 5,613,334 Ordinary Shares of the Company with an exercise price equal to $0.107415 per share. The warrant is exercisable for 5 years from the date of issuance. The Company intends to use the net proceeds for general corporate purposes.

In the event that the Company lists its Ordinary Shares on a national securities exchange, Leonite, upon request of the Company, will be obligated to exchange the Original Issue Discount portion of its note for Preferred A Shares, while Leonite may elect to convert the remaining principal amount of its notes.

Ascendant

On December 21, 2021, the Company entered into a Securities Purchase Agreement with Ascendant, LLC pursuant to which the Company issued a convertible promissory note to Ascendant in the principal amount of $300,000 for proceeds of $210,000. The closing occurred on December 21, 2021. In addition, Ascendant received a warrant to purchase up to 1,252,087 Ordinary Shares of the Company with an exercise price equal to $0.107415 per share. The warrant is exercisable for 5 years from the date of issuance. The Company used the net proceeds for general corporate purposes. The note has a maturity date of one year from the date of issuance and pays interest at a rate of 4% per annum. The note is convertible into Ordinary Shares at a conversion price of $0.0599. In the event that the Company lists its Ordinary Shares on a national securities exchange, Ascendant, upon request of the Company, will be obligated to exchange the Original Issue Discount portion of its note for Preferred A Shares, while Ascendant may elect to convert the remaining principal amount of its notes.

Crossover Notes Registration Statement

On May 13, 2021, the Company filed a registration statement on Form S-1, registering for resale all of the conversion shares and the warrant shares described above under the headings of Kips Bay, Merkakein, Mercer Street, Quick Capital, Greentree, Leonite, and Ascendant (the “Registration Statement), except for the conversion shares issuable to Yozma Purchasers and the conversion shares issuable under the First Kips Bay Note, all of which were already saleable under Rule 144. The Registration Statement was subsequently amended in January 2022 and February 2022 and was declared effective on February 4, 2022. Subsequent to the effective date of the Registration Statement, if the closing sale price of the Ordinary Shares averages less than the then conversion price over a period of ten (10) consecutive trading days, the conversion price shall reset to such average price. If the 10 day volume weighted average price of the Ordinary Shares continues to be less than the conversion price then the conversion price should reset to such 10-day average price with a maximum of a 20% discount from the initial Conversion Price.

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Reverse Split

At an extraordinary general meeting of our shareholders to be held on September 28, 2022, our shareholders will be asked to approve a reverse share split of the Company’s ordinary shares within a range of 1:2 to 1:500, to be effective at the ratio and on a date to be determined by the Board of Directors of the Company (the “Reverse Split”). All per share amounts and calculations in this quarterly report on Form 10-Q and the accompanying financial statements do not reflect the effects of the Reverse Split.

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SARS-nCoV-2 Related Business

With the onset of COVID-19, Todos sought to apply its expertise in developing blood tests for the early detection of cancer and Alzheimer’s disease to distributing and then developing screening tests for the pandemic.

On March 29, 2021, we announced the successful installation of automated lab equipment and completion of training for a lab client in Brooklyn, NY. The implementation of the Todos automation solution has expanded the lab’s processing capacity to 6,000 PCR tests per day from 500 PCR tests per day, with the potential to quickly expand to up to 12,000 PCR tests per day. The lab will be implementing EUA approved PCR testing for COVID-19 testing, as well as COVID + influenza A & B PCR testing upon request for select clients. Additionally, through the future implementation of pooling, the lab could potentially increase processing capacity to in excess of 40,000 PCR tests per day at a 4:1 ratio.

On March 30, 2021, we announced that we have entered into a distribution partnership with Osang Healthcare (OHC) of South Korea, to distribute the GeneFinder™ COVID-19 Plus RealAMP Kit in the United States. Todos intends to make GeneFinder Plus the primary kit used for distribution in its fully integrated and automated COVID-19 PCR testing lab solutions. GeneFinder Plus has been granted Emergency Use Authorization (EUA) by the US FDA.

We market our COVID-19 test kits directly to clinical laboratories throughout the U.S. as well as through our distributors, who include Meridian, Dynamic Distributors, LLC, and others.

On March 11, 2022, the Company entered into a Share Purchase Agreement (the “SPA”) with 3CL Sciences Ltd. (“3CL”), an Israeli corporation, and NLC Pharma Ltd. (“NLC”), an Israeli corporation, pursuant to which (a) 3CL Sciences will purchase all therapeutic, diagnostic, dietary supplement and pharmaceutical assets from NLC that relate to 3CL protease biology (which is used in the development, manufacture, sale and distribution of Tollovid™ and Tollovir™) from NLC in exchange for a 100% equity interest in 3CL, (b) 3CL will allot 30.5% of its shares to the Company in exchange for a total cash commitment of $8 million, (c) NLC will sell 7.54% of 3CL’s issued and outstanding shares to the Company in exchange for a total cash commitment of $2 million, and (d) NLC will exchange 14.31% of 3CL’s issued and outstanding shares for shares of the Company having a market value of $3,800,000 on the day prior to the Closing, such that the Company will own 52% of 3CL’s issued and outstanding share capital and NLC will own 48% of 3CL’s issued and outstanding share capital. The Company and NLC have agreed to identify a seasoned biopharmaceutical CEO to manage 3CL going forward. The board of directors of 3CL Sciences will be made up of five (5) individuals: three (3) appointed by the Company and two (2) appointed by NLC.

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On April 19, 2021, the Company entered into an Agreement to Purchase Provista Diagnostics, Inc. (“Agreement to Purchase”) with Strategic Investment Holdings, LLC (“SIH”), Ascenda BioSciences LLC (“Ascenda”) and Provista Diagnostics, Inc. (“Provista”). Ascenda was the sole owner of the outstanding securities of Provista and SIH is the sole owner of all the outstanding securities of Ascenda.

Pursuant to the Agreement to Purchase, the Company acquired Provista from Ascenda and SIH for an aggregate purchase price of $7.5 million consisting of an initial cash payment of $1.25 million, the issuance of $1.5 million in Ordinary Shares priced at $0.0512 per share, the issuance to SIH of a $3.5 million convertible promissory note dated April 19, 2021 (the “Note”) and the payment on for before July 1, 2021 of $1.25 million in cash (the “July Payment”), which payment the Company had the right to, and did, extend to July 15, 2021. The Provista shares acquired by the Company remained in an escrow account until the July Payment was made.

The Note has a maturity date of April 8, 2025, and is convertible into Ordinary Shares of the Company at a conversion price equal to the lesser of $0.05 or the volume weighted average price of the last 20 trading days for the Ordinary Shares prior to the date of conversion. In the event SIH delivers a Notice of Conversion to the Company at a per share price less than $0.05 ($0.05), the Company has the right to immediately notify SIH of its intention to pay the conversion amount in cash within three (3) business days of receipt of the Notice of Conversion (i.e., before SIH would take possession of shares converted under the Notice of Conversion).

In the event that the Company lists its Ordinary Shares on a national securities exchange, the Note shall automatically be exchanged into ordinary shares with a conversion price equal to the lesser of (a) $0.05, (b) the opening price on the day of the uplisting provides there is no transaction associated with the uplisting or (c) the deal price of an uplisting transaction.

On February 4, 2022 and on March 10, 2022, the Company issued a total of 49,620,690 ordinary shares upon conversion of $1,804,000 of principal and accrued interest, out of a convertible note in the principal amount of $3,500,000 issued in the acquisition of Provista.

Employees and Consultants

During the six months ended June 30, 2022 and the year ended December 31, 2021, the Company hired 12 and 23 new employees, respectively, including management and staffing of laboratory, sales and marketing and general administrative staffing.

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ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There have been no material changes to our market risk during the second quarter of 2022. For a discussion of our exposure to market risk, please see Part II, Item 7A, “Quantitative and Qualitative Disclosures About Market Risk” of our 2021 Form 10-K.

TODOS MEDICAL LTD.

ITEM 4. CONTROLS AND PROCEDURES

(a)

Disclosure Controls and Procedures.

Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of ‘June 30, 2022, or the Evaluation Date. Based on such evaluation, those officers have concluded that, as of the Evaluation Date, our disclosure controls and procedures are ineffective in recording, processing, summarizing and reporting, on a timely basis, information required to be included in periodic filings under the Exchange Act and that such information is not accumulated and communicated to management, including our principal executive and financial officers, in a manner sufficient to allow timely decisions regarding required disclosure, due to lack of sufficient internal accounting personnel, segregation of duties, lack of sufficient internal controls (including IT general controls) that encompass the Company as a whole with respect to entity and transactions level controls in order to ensure complete documentation of complex and non-routine transactions and adequate financial reporting.

Management has identified corrective actions to remediate such material weaknesses, and subject to fundraising, which includes hiring additional employees. Management intends to implement procedures to remediate such material weaknesses during the fiscal year 2022; however, the implementation of these initiatives may not fully address any material weakness or other deficiencies that we may have in our disclosure controls and procedures.

(b)

Changes in Internal Control over Financial Reporting.

During the quarter ended ‘June 30, 2022, 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.

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PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There have been no material changes to our legal proceedings as described in “Part I, Item 3. Legal Proceedings” of our 2021 Form 10-K, except for the following:

On April 7, 2022, the Company and Toledo Advisors LLC (“Toledo”) signed a Settlement Agreement pursuant to which upon execution of the agreement the Company paid Toledo $130,000 and issued to Toledo $200,000 worth of ordinary shares. The parties agreed that upon delivery of the cash payment and shares, the parties would discontinue the complaint filed by Toledo on January 7, 2022, and that Toledo irrevocably and unconditionally releases and discharges the Company from its June 19, 2020 financing agreement and July 28, 2020 Royalty Agreement.

A lawsuit has been commenced by Todos against Biodiagnostic Labs, Inc. in the Supreme Court of New York. Todos claims that Biodiagnostics owes approximately $550,000 arising out of unpaid invoices for testing kits sold and delivered. Todos is also seeking repossession of medical equipment valued at approximately $500,000 over which there is presently no dispute that Todos retains sole ownership. Todos terminated its relationship with Biodiagnostics and demanded return of the medical equipment in November of 2021. Efforts to settle the dispute amicably were unsuccessful. Demand was made for return of the equipment. Biodiagnostics failed to comply with that demand. A complaint was filed on February 25, 2022. This dispute is only in its initial legal stages. No discovery has been conducted, and thus the nature or extent of any potential counterclaims/setoffs is unknown. However, at this early stage, it does not appear that Todos faces any material exposure, and it would appear that Biodiagnostics will ultimately be liable to Todos on both the monetary and repossession claims if the case were to be litigated. In addition to vigorous pursuit of the lawsuit, Todos is also considering making a pre-judgment motion authorizing the sheriff to seize the equipment.

Through counsel, Todos made several demands upon MOTOPARA Foundation for the return of medical equipment owned by Todos. Initial demand was made to Chief Executive Officer Eric S. Canonico, and follow up demand to attorney Donald J. Hodson. To date, Motopara has ignored those demands. No legal action has been commenced to date. Todos intends to commence legal action and is currently exploring doing so in conjunction with Integrated Health LLC, which has claims arising out of the same series of transactions and events which give rise to the repossession claim. This dispute is only in its initial legal stages. No discovery has been conducted, and thus the nature or extent of any potential counterclaims/setoffs is unknown. However, at this early stage, there is no known dispute to Todos’ ownership or immediate right of possession, and it does not appear that Todos faces negative exposure.

ITEM 1A. RISK FACTORS

There have been no material changes to our risk factors from those disclosed in “Part I, Item 1A. Risk Factors” of our 2021 Form 10-K.

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

There are no transactions that have not been previously included in a Current Report on Form 8-K.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not applicable.

ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable.

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TODOS MEDICAL LTD.

ITEM 5. OTHER INFORMATION

Not applicable.

ITEM 6. EXHIBIT INDEX

Exhibit Number		Description

3.1**		Amended and Restated Articles of Association of Todos Medical Ltd. (filed as Exhibit 99.1 to the Company’s current report on Form 6-K (File No. 333-209744) filed on March 30, 2017).

4.1**		Todos Medical Ltd. 2015 Israeli Share Option Plan. (filed as Exhibit 10.7 to the Company’s registration statement on Form F-1 (File No. 333-209744) filed on February 26, 2016).

4.2**		Todos Medical Ltd. 2021 Equity Incentive Plan, filed as Exhibit 4.2 on the Company’s Annual Report on Form 10-K, filed on March 31, 2022.

4.3**		Description of Ordinary Shares filed as Exhibit 4.3 on the Company’s Annual Report on Form 10-K, filed on March 31, 2022.

10.1**		Employment Agreement, dated March 16, 2017, between Todos Medical Singapore Pte Ltd. and Dr. Wee Yue Chew and warrant agreement, dated March 16, 2017, between Todos Medical Ltd. and Dr. Wee Yue Chew (filed as Exhibit 4.12 to Form 20-F (File No. 333-209744) filed on May 1, 2017).

10.2**		Share Purchase and Assignment of License Agreement among Todos Medical Ltd., Amarantus Bioscience Holdings, Inc., and Breakthrough Diagnostics, Inc., dated February 27, 2019, filed as Exhibit 4.4 to the Company’s Form 6-K filed on February 28, 2019

10.3**		Marketing and Reseller Agreement, between the Company and Care G.B. Plus Ltd., dated December 20, 2018 filed as Exhibit 4.10 to the Company’s Form 20-F filed on March 28, 2019.

10.4**		Exclusive option agreement among the Company, Strategic Investment Holdings, LLC, Ascenda BioSciences LLC and Provista Diagnostics, Inc. dated January 6, 2020. filed as Exhibit 10.8 to the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.5**		2% Convertible Redeemable Note made by the Company in favor of Shmuel Rotbard in the original principal amount of $375,000 dated June 15, 2020. filed as Exhibit 10.9 to the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.6**		Securities Purchase Agreement with Daniel Reich, dated June 23, 2020. filed as Exhibit 10.10 to the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.7**		Securities Purchase Agreement with Alexsander Shmuel Bar On, dated June 29, 2020. filed as Exhibit 10.11 to the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020

10.8**		Securities Purchase Agreement, dated July 9, 2020, with Leviston Resources, LLC. filed as Exhibit 10.12 to the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.9**		Form of convertible note dated July 28, 2020, between the Company and the Todos Investors. filed as Exhibit 10.13 to the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

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10.10**		Purchase Agreement dated as of August 4, 2020 by and between Todos Medical Ltd. and Lincoln Park Capital Fund, LLC. filed as Exhibit 10.1 to the Company’s Form 6-K filed on August 6, 2020.

10.11**		Registration Rights Agreement dated as of August 4, 2020 by and between Todos Medical Ltd. and Lincoln Park Capital Fund, LLC., filed as Exhibit 10.2 to the Company’s Form 6-K filed on August 6, 2020.


10.12**		Research and License Agreement with B.G. Negev Technologies and Applications Ltd. and Mor Research Applications Ltd., dated April 26, 2010, as amended June 25, 2012. (filed as Exhibit 10.1 to the Company’s registration statement on Form F-1 (File No. 333- 209744) filed on February 26, 2016).

10.13**		Addendum No. 2 to Research and License Agreement Dated March 19, 2017, as amended on June 25, 2012 with B.G. Negev Technologies and Applications Ltd. and Mor Research Applications Ltd. (filed as Exhibit 4.2 to Form 20-F (File No. 333- 209744) filed on May 1, 2017).

10.14**		Employment Agreement between the Company and Dr. Herman Weiss, dated March 25, 2019, filed as Exhibit 10.11 to the Company’s Registration Statement on Form F-1 filed on April 22, 2019

10.15**		Loan Agreement dated March 24, 2020 by and between Todos Medical Ltd. and Ethel Zelniec, filed as Exhibit 10.19 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.16**		Loan Agreement dated February 25, 2020 by and between Todos Medical Ltd. and Ethel Zelniec, filed as Exhibit 10.20 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.17**		Loan Agreement dated January 23, 2020, by and between Todos Medical Ltd. and Bel Har Investments Ltd., filed as Exhibit 10.21 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.18**		Loan Agreement dated March 23, 2020 by and between Todos Medical Ltd. and Bel Har Investments Ltd., filed as Exhibit 10.22 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.19**		Loan Agreement dated March 24, 2020 by and between Todos Medical Ltd. and DPH Investments Ltd., filed as Exhibit 10.23 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.20**		Loan Agreement dated March 22, 2020 by and between Todos Medical Ltd. and Avner Krohn, filed as Exhibit 10.24 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.21**		Loan Agreement dated March 15, 2020 by and between Todos Medical Ltd. and Shmuel Rotbard, filed as Exhibit 10.25 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.22**		Form of Loan Agreement dated March 24, 2020 by and between Todos Medical Ltd. and DPH Investments Ltd., filed as Exhibit 10.26 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.23**		Form of Loan Agreement dated March 24, 2020 by and between Todos Medical Ltd. and Tehresa Yee Ling Tan, filed as Exhibit 10.27 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.24**		Loan Agreement dated January 27, 2020 by and between Todos Medical Ltd. and Greentree Financial Group Inc., filed as Exhibit 10.28 on the Company’s Registration Statement on Form F-1/A, filed on August 17, 2020.

10.26**		Receivables Financing Agreement effective as of June 19, 2020 by and among Toledo Advisors L.L.C., Corona Diagnostics LLC, Todos Medical USA, a Nevada corporation and Todos Medical Ltd. filed as Exhibit 10.26 on the Company’s Annual Report on Form 10-K, filed on March 31, 2022.

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10.27**		Amendment to Receivables Financing Agreement effective as of November 19, 2020 by and among Toledo Advisors L.L.C., Corona Diagnostics LLC, Todos Medical USA, a Nevada corporation and Todos Medical Ltd. filed as Exhibit 10.27 on the Company’s Annual Report on Form 10-K, filed on March 31, 2022.


10.28**		Secured Convertible Equipment Loan Agreement, dated November 4, 2020, between Todos Medical Ltd. and Friends of Yeshiva Orot Hateshuva Inc filed as Exhibit 10.28 on the Company’s Annual Report on Form 10-K, filed on March 31, 2022.

10.29**		Secured Convertible Equipment Loan Agreement, dated December 31, 2020, between Todos Medical Ltd. and Harper Advance LLC. filed as Exhibit 10.29 on the Company’s Annual Report on Form 10-K, filed on March 31, 2022.

10.30**		Medical Device Distribution Agreement, dated June 4, 2020 between Todos Medical USA, Inc. and 3D Biomedicine Science and Technology Co. Ltd. filed as Exhibit 10.30 on the Company’s Annual Report on Form 10-K, filed on March 31, 2022.

10.31**		Medical Device Contract Manufacturing Agreement, dated June 4, 2020 between Todos Medical USA, Inc. and 3D Biomedicine Science and Technology Co. Ltd. filed as Exhibit 10.31 on the Company’s Annual Report on Form 10-K, filed on March 31, 2022.

10.32**		Distribution Agreement dated June 18, 2020 between Todos Medical Ltd. and Meridian Health Services Network, Inc. filed as Exhibit 10.32 on the Company’s Annual Report on Form 10-K, filed on March 31, 2022.

10.33**		Distribution Agreement, dated July 23, 2020, between Todos Medical Ltd. and PCL Inc. filed as Exhibit 10.33 on the Company’s Annual Report on Form 10-K, filed on March 31, 2022.

10.34**		Amendment No. 1, dated July 28, 2020, to the Binding Joint Venture Agreement between Todos Medical Ltd. and Amarantus Bioscience Holdings, Inc filed as Exhibit 10.34 on the Company’s Annual Report on Form 10-K, filed on March 31, 2022.

10.35**		Securities Purchase Agreement dated as of January 22, 2021, between Todos Medical Ltd and Yozma Global Genomic Fund 1, filed as Exhibit 10.1 on the Company’s Form 8-K filed January 26, 2021.

10.36**		Form of Promissory Convertible Note issued by Todos Medical Ltd to Yozma Global Genomic Fund 1, filed as Exhibit 10.2 on the Company’s Form 8-K filed January 26, 2021.

10.37**		Form of Ordinary Share Purchase Warrant issued by Todos Medical Ltd. to Yozma Korea Group Ltd., filed as Exhibit 10.3 on the Company’s Form 8-K filed on January 26, 2021.

10.38**		Form of Securities Purchase Agreement, dated April 8, 2021, between Todos Medical Ltd. and the Purchaser, filed as Exhibit 10.1 on the Company’s Form 8-K filed April 14, 2021.

10.39**		Form of Promissory Convertible Note issued by Todos Medical Ltd. to the Purchaser, filed as Exhibit 10.2 on the Company’s Form 8-K filed April 14, 2021.

10.40**		Form of Ordinary Share Purchase Warrant issued by Todos Medical Ltd. to the Purchaser, filed as Exhibit 10.3 on the Company’s Form 8-K filed on April 14, 2021.

10.41**		Agreement to Purchase Provista Diagnostics, Inc. dated April 19, 2021, filed as Exhibit 10.1 on the Company’s Form 8-K filed on April 23, 2021.

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10.42**		Securities Purchase Agreement dated April 19, 2021, filed as Exhibit 10.2 on the Company’s Form 8-K filed on April 23, 2021.

10.43**		Convertible Promissory Note dated April 19, 2021, filed as Exhibit 10.3 on the Company’s Form 8-K filed on April 23, 2021.

10.44**		Security Agreement dated April 19, 2021, filed as Exhibit 10.4 on the Company’s Form 8-K filed on April 23, 2021.

10.45**		Proxy Statement filed as Exhibit 99.1 on the Company’s Form 8-K filed on June 28, 2021.

10.46**		Securities Purchase Agreement dated as of April 27, 2021, filed as Exhibit 10.1 on the Company’s Report on Form 8-K filed on April 30,2021.

10.47**		Promissory Convertible Note dated April 2021, filed as Exhibit 10.2 on the Company’s Report on Form 8-K filed on April 30, 2021.

10.48**		Ordinary Share Purchase Warrant dated April 2021, filed as Exhibit 10.3 on the Company’s Report on Form 8-K filed on April 30, 2021.

10.49**		Securities Purchase Agreement dated as of July 7, 2021, filed as Exhibit 10.1 on the Company’s Report on Form 8-K filed on July 8, 2021.

10.50**		Promissory Convertible Note dated July 7, 2021, filed as Exhibit 10.2 on the Company’s Report on Form 8-K filed on July 8, 2021.

10.51**		Ordinary Shares Purchase Warrant dated July 7, 2021, filed as Exhibit 10.3 on the Company’s Report on Form 8-K filed on July 8, 2021.

10.52**		Securities Purchase Agreement dated as of September 15, 2021, filed as Exhibit 10.1 on the Company’s Report on Form 8-K filed on September 24, 2021.

10.53**		Promissory Convertible Note dated September 15, 2021, filed as Exhibit 10.2 on the Company’s Report on Form 8-K filed on September 24, 2021.

10.54**		Ordinary Shares Purchase Warrant dated September 15, 2021, filed as Exhibit 10.3 on the Company’s Report on Form 8-K filed on September 24, 2021.

10.55**		Securities Purchase Agreement dated October 21, 2021, between the Company and Kips Bay Select LP, filed as Exhibit 10.1 on the Company’s Report on Form 8-K filed on October 22, 2021

10.56**		Promissory Convertible Note dated October 21, 2021, issued by the Company to Kips Bay Select LP, filed as Exhibit 10.2 on the Company’s Report on Form 8-K filed on October 22, 2021.

10.57**		Ordinary Shares Purchase Warrant dated October 21, 2021, issued by the Company to Kips Bay Select LP, filed as Exhibit 10.3 on the Company’s Report on Form 8-K filed on October 22, 2021.

10.58**		Share Purchase Agreement, dated March 11, 2022, among the Company, 3CL Sciences Ltd., an Israeli corporation, and NLC Pharma Ltd., an Israeli corporation, filed as Exhibit 10.1 on the Company’s Report on Form 8-K filed on March 16, 2022

10.59**		Revolving Line of Credit Agreement by and between Todos Medical Ltd. and Provista Diagnostics Inc. and Testing 123, LLC, dated as of March 14, 2022 (filed as Exhibit 10.59 to the Company’s quarterly report on Form 10-Q, filed with the SEC on May 16, 2022).

10.60**		Pledge and Security Agreement made and entered into on March 14, 2022, by and between Todos Medical Ltd. and Provista Diagnostics Inc, and Testing 123 LLC (filed as Exhibit 10.60 to the Company’s quarterly report on Form 10-Q, filed with the SEC on May 16, 2022).

10.61**		Revolving Credit Note, dated March 14, 2022, from Todos Medical Ltd. and Provista Diagnostics Inc. to Testing 123 LLC (filed as Exhibit 10.61 to the Company’s quarterly report on Form 10-Q, filed with the SEC on May 16, 2022).

10.62*		Secured Convertible Note entered into as of May 20, 2022, between the Company and Leviston Resources, LLC

10.63*		Secured Loan Agreement dated July 19, 2021, between the Company and Friends of Yeshiva Orot Hateshuva, Inc.

10.64*		Secured Promissory Note dated July 19, 2021, between the Company and Friends of Yeshiva Orot Hateshuva, Inc.

10.65*		Amended and Restated Secured Convertible Promissory Note dated February 18, 2022, between the Company and Friends of Yeshiva Orot Hateshuva, Inc.

10.66*		Loan Agreement dated June 15, 2022, between the Company and Friends of Yeshiva Orot Hateshuva, Inc.

31.1*		Certification of the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

31.2*		Certification of the Chief Financial Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

32.1*		Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101.INS		Inline XBRL Instance Document

101.SCH		Inline XBRL Taxonomy Extension Schema

101.CAL		Inline XBRL Taxonomy Extension Calculation Linkbase

101.DEF		Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB		Inline XBRL Taxonomy Extension Label Linkbase

101.PRE		Inline XBRL Taxonomy Extension Presentation Linkbase

104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Filed herewith

** Previously filed

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	Todos Medical Ltd.

Date: August 22, 2022	By:	/s/ Gerald Commissiong
		Gerald Commissiong
		Chief Executive Officer

Date: August 22, 2022	By:	/s/ Daniel Hirsch
		Daniel Hirsch
		Chief Financial Officer
		(Principal Financial and Accounting Officer)

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