UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~September~~March 3024, ~~2022~~2023

Todos Medical Ltd.

(Exact name of registrant as specified in its charter)

Israel	000-56026	n/a
(State or other jurisdiction	(Commission	IRS Employer
of incorporation or organization)	File Number)	Identification No.)

121 Derech Menachem Begin, 30th Floor

Tel Aviv, 6701203 Israel

(Address of principal executive offices)

Registrant’s telephone number, including area code: 972 (52) 642-0126

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐	Written communication pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Indicate by check mark whether the registrant is an emerging growth company as defined in as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). 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. ☐

Item 51.0701 ~~Submission~~Entry ofinto ~~Matters to~~ a ~~Vote~~Material ofDefinitive ~~Security~~Agreement ~~Holders~~

On ~~September~~March 2824, ~~2022~~2023, ~~Todos~~the ~~Medical~~Company ~~Ltd.~~entered into an amendment (the “~~Company~~Third Amendment”) ~~held~~to its ~~annual~~existing ~~general~~line ~~meeting~~ of ~~shareholders~~credit agreement with Testing 123 LLC (the “~~Annual Meeting~~Lender”). A(“Line ~~total~~ of ~~309~~Credit Agreement”),~~992,592~~ ~~ordinary~~pursuant ~~shares~~to which (a) Todos Botanicals, ~~constituting~~LLC was added as a ~~quorum~~borrower under the Line of Credit Agreement, ~~were~~(b) ~~represented~~the inCompany ~~person~~agreed orto byissue ~~valid~~43,000,000 ~~proxies~~of atits Ordinary Shares to the Lender, ~~Annual~~in ~~Meeting.~~addition ~~The~~to ~~final~~the ~~results~~50,000,000 ~~for~~Ordinary ~~each~~Shares of the ~~matters~~Company ~~submitted~~that were previously issued to athe ~~vote~~Lender in consideration of ~~stockholders~~a atmodification of the ~~Annual~~Line ~~Meeting~~of Credit Agreement that was entered into on June 24, as2022, ~~set~~and ~~forth~~(c) in the ~~Proxy~~Company ~~Statement~~granted to the Lender an option to purchase a non-dilutable 10% interest in Todos Botanicals, ~~filed~~LLC ~~with~~for $100,000, which option shall expire upon the ~~Securities~~later ~~and~~of ~~Exchange~~(i) ~~Commission~~the ondate that ~~August~~the ~~22,~~obligations ~~2022~~of the Company to the Lender under the Agreement are aspaid ~~follows:~~in full and (ii) March 24, 2028.

~~Proposal~~The 1.Third ~~The~~Amendment ~~resolution~~is tofurnished ~~amend~~as ~~the~~Exhibit ~~Company’s~~10.1 ~~Articles of Association: (a)~~ to ~~increase~~this ~~the~~current ~~Company’s~~report ~~authorized~~on ~~share~~Form ~~capital to~~8-K. ~~permit~~The ~~the~~foregoing ~~issuance~~description of ~~a total of up to 10,000,000,000 (ten billion) ordinary shares of~~ the ~~Company;~~Third ~~and~~Amendment ~~(b) to make the Company’s~~does ~~Series~~not Apurport ~~Preferred~~to ~~Shares~~be ~~convertible~~complete ~~into~~and ~~ordinary~~is ~~shares~~qualified atin aits ~~ratio~~entirety ~~of 100,000 ordinary shares for each Series A Preferred Share was approved~~ by ~~the~~reference ~~stockholders~~to by the ~~votes~~Third ~~set forth in the table below:~~Amendment.

For	Against	Abstain	Broker Non Vote
No.	Description
226,572,904	70,622,620	12,797,068
10.1	Third Amendment to Revolving Line of Credit Agreement entered into as of March 24 2023 by and between Todos Medical Ltd. a corporation organized under the laws of Israel, Corona Diagnostics LLC, a limited liability company organized under the laws of the State of Nevada, Provista Diagnostics Inc. a corporation organized under the laws of the State of Delaware, Todos Medical USA, Inc., a corporation organized under the laws of the State of Nevada, and Breakthrough Diagnostics, Inc., a corporation organized under the laws of the State of Nevada (the “Existing Borrowers”), and Todos Botanicals LLC, a limited liability company organized under the laws of the State of Nevada (the “New Borrower” and together with the Existing Borrowers, the “Borrower”), and Testing 123 LLC, a limited liability company organized under the laws of the State of Delaware (the “Lender”).
104	Cover Page Interactive Data File (embedded within the inline XBRL Document)

Proposal 2. The compensation packages recommended by the Compensation Committee and approved by the Board, including compensation for each of the Company’s currently serving Directors and C-level officers, as well as for the External Directors was approved by the stockholders by the votes set forth in the table below:

For		Against		Abstain		Broker Non Vote
248,666,107		50,727,371		10,599,114

Proposal 3. The re-election of Gerald Commissiong, Dr. Herman Weiss, Daniel Hirsch and Moshe Abramovitz as directors of the Company was approved by the stockholders by the votes set forth in the table below:

For		Against		Abstain		Broker Non Vote
281,071,350		26,587,463		2,333,779

Proposal 4. The reauthorization of the Company’s Board of Directors to effect a reverse split of the Company’s ordinary shares, such that the Board of Directors may effect a reverse split of the Company’s entire share capital share at a ratio within the range from 1-for-2 up to 1-for-500, provided that the Company shall not effect reverse share splits that, in the aggregate, exceed 1-for 500 was approved by the stockholders by the votes set forth in the table below:

For		Against		Abstain		Broker Non Vote
261,232,412		44,435,499		4,324,681

Proposal 5. The appointment of Yarel and Company as the Company’s Auditors for the 2021 financial year was ratified by the stockholders by the votes set forth in the table below:

For		Against		Abstain		Broker Non Vote
291,391,195		12,518,568		6,082,829

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SIGNATURE

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 hereunto duly authorized.

Dated: ~~September~~March 3031, ~~2022~~2023

	TODOS MEDICAL LTD.

	By:	/s/ Gerald Commissiong
		Gerald Commissiong
		Chief Executive Officer

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