UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
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FORM
CURRENT REPORT
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Item 5.07 Submission of Matters to a Vote of Security Holders
On September 28, 2022, Todos Medical Ltd. (the “Company”) held its annual general meeting of shareholders (the “Annual Meeting”). A total of 309,992,592 ordinary shares, constituting a quorum, were represented in person or by valid proxies at the Annual Meeting. The final results for each of the matters submitted to a vote of stockholders at the Annual Meeting, as set forth in the Proxy Statement, filed with the Securities and Exchange Commission on August 22, 2022 are as follows:
Proposal 1. The resolution to amend the Company’s Articles of Association: (a) to increase the Company’s authorized share capital to permit the issuance of a total of up to 10,000,000,000 (ten billion) ordinary shares of the Company; and (b) to make the Company’s Series A Preferred Shares convertible into ordinary shares at a ratio of 100,000 ordinary shares for each Series A Preferred Share was approved by the stockholders by the votes set forth in the table below:
| For | Against | Abstain | Broker Non Vote | |||
| 226,572,904 | 70,622,620 | 12,797,068 |
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 30, 2022
| TODOS MEDICAL LTD. | ||
| By: | /s/ Gerald Commissiong | |
| Gerald Commissiong | ||
| Chief Executive Officer | ||
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