Exhibits 99.1

TODOS MEDICAL LTD.

NOTICE OF

ANNUAL GENERAL MEETING OF

SHAREHOLDERS TO BE HELD ON JULY 26, 2021

To our Shareholders:

You are cordially invited to attend the annual general meeting of shareholders (the “Annual General Meeting” or the “Meeting”), which will be held at the offices of Todos Medical, Ltd. (the “Company” or “Todos”), located at 121 Derech Menachem Begin, 30^th Floor, Tel Aviv 6701203, Israel, on July 26, 2021, at 4:00 p.m. local Israeli time (9:00 a.m. Eastern Time). Shareholders may attend either physically, or by means of teleconference. All holders of our ordinary shares as of the close of business on June 28, 2021 (the “Record Date”), are entitled to vote at the meeting. We are mailing this proxy statement and the proxy card to our shareholders on or about June 30, 2021. You should have received a proxy card from Todos for voting and a postage paid return envelope. You may also vote online as described in the Proxy card. Proxy cards are being solicited on behalf of the Todos Board of Directors (the “Board”).

We intend to present the following matters to the Annual General Meeting:

These items of business to be transacted at the Extraordinary General Meeting, as well as the procedure by which shareholders may request that additional items be placed on the agenda for this Meeting, are more fully described in the Proxy Statement, which is part of this notice.

The meeting will begin promptly at 4:00 p.m. local Israeli time (9:00 a.m. Eastern Time) and check-in will begin at 3:00 p.m. local Israeli time. Only holders of record of ordinary shares at the close of business on June 28, 2021, the Record Date, are entitled to notice of, to attend and to vote at the meeting and any adjournments or postponements of the meeting.

Currently, we are not aware of any other matters that will come before the Meeting. If any other business is properly brought before the Meeting, the persons named as proxies may vote in respect thereof in accordance with their best judgment.

Shareholders who do not expect to attend the meeting in person are requested to complete, date, sign, and mail the enclosed proxy card as promptly as possible in the enclosed stamped envelope. Even if you plan to attend the meeting, please complete, date, and sign the enclosed proxy card, and return it promptly in the postage-paid return envelope in order to ensure that your vote will be counted if you later decide not to, or are unable to, attend the meeting.

Even if you have given your proxy, you may still attend and vote in person at the meeting after revoking your proxy prior to the meeting.

The Company is mailing to its shareholders a Notice of Internet Availability of Proxy Materials instead of a paper copy of the proxy materials. The Notice contains instructions on how to access the proxy materials and to cast your vote via the Internet. Under Israeli law, all shareholders have the right to examine a copy of the text of all resolutions to be adopted at the Meeting; however, in lieu thereof, the Company has the right to, and will, furnish a copy of the proposed resolutions by electronic mail to any shareholder who requests such resolutions. All shareholders who do not receive a Notice will receive a paper copy of the proxy materials by mail. This process allows the Company to provide its shareholders with the information they need on a more timely basis, while reducing the environmental impact and lowering the costs of printing and distributing our proxy materials.

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE EXTRAORDINARY GENERAL MEETING TO BE HELD ON JULY 26, 2021, AT 4:00 p.m. LOCAL TIME, AT THE OFFICES OF TODOS MEDICAL LTD., 121 DERECH MENACHEM BEGIN, 30^TH FLOOR, TEL AVIV 6701203, ISRAEL.

The proxy statement is available at https://investor.todosmedical.com/proxy-statement.

By Order of the Board of Directors

/s/ Dr. Herman Weiss

Dr. Herman Weiss

Chairman of the Board of Directors

June 30, 2021

PROXY STATEMENT FOR

ANNUAL GENERAL MEETING OF

SHAREHOLDERS TO BE HELD ON JULY 26, 2021

This proxy statement together with its Annexes (this “Proxy Statement”) along with the accompanying proxy card, is furnished to the Shareholders of Todos Medical Ltd. as of the close of business on June 28, 2021 (the “Record Date”), in connection with the solicitation of proxies by the Todos Board of Directors (the “Board”) for use at our annual general meeting of shareholders (the “Annual General Meeting” or the “Meeting”), to be held at 121 Derech Menachem Begin, 30^th Floor, Tel Aviv 6701203, Israel, on July 26, 2021 at 4:00 p.m. local Israeli time (9:00 a.m. Eastern Time) and/or at any adjournments or postponements of the meeting (as the case may be, the “Meeting Date”). The Board is soliciting proxies from Shareholders in order to provide every Shareholder an opportunity to vote on all matters submitted to a vote of Shareholders at the Annual General Meeting, whether or not the shareholder attends in person. The proxy authorizes a person other than a Shareholder, called the “proxyholder,” who will be present at the Annual General Meeting, to cast the votes that the shareholder would be entitled to cast at the Annual General Meeting if the shareholder were present. A signed and completed Shareholder’s Declaration must be submitted in order for votes to be counted with regards to certain matters for which a shareholder’s declaration is required by the Israeli Companies Law. We are mailing this Proxy Statement, together with the Shareholder’s Declaration and the proxy card, to our shareholders on or about June 30, 2021. When used in this Proxy Statement, “Todos,” the “Company,” “we,” “our” or “us” refers to Todos Medical Ltd. and its consolidated subsidiaries, unless the context requires otherwise. Capitalized terms defined anywhere in this Proxy Statement have that same meaning anywhere else in this Proxy Statement and/or its accompanying materials, whether or not such definition is specifically referenced, unless otherwise specified, defined, or required to be interpreted in context. All capitalized terms in this Proxy Statement and/or its accompanying materials which are not otherwise defined herein have the meaning attributed to those terms in the Israeli Companies Law, 5759-1999 and/or regulations promulgated pursuant thereto (the “Israeli Companies Law” or the “Companies Law”).

Questions and Answers about the Extraordinary General Meeting of Shareholders

Why did I receive a Notice of Internet Availability of proxy materials in the mail instead of a full set of proxy materials?

We have sent to our shareholders of record a Notice of Internet Availability of Proxy Materials. Instructions on how to access the proxy materials over the Internet free of charge may be found in the Notice.

We provide Internet proxy voting to allow you to vote your shares online, with procedures designed to ensure the authenticity and correctness of your proxy vote instructions. However, please be aware that you must bear any costs associated with your Internet access, such as usage charges from Internet access providers and telephone companies.

What is the purpose of the Extraordinary General Meeting

At the Extraordinary General Meeting shareholders will be asked to approve:

Who is entitled to vote?

The record date for the Meeting is June 28, 2021 (the “Record Date”). Only shareholders of record at the close of business on that date are entitled to vote at the Meeting. Each ordinary share of the Company entitles the holder thereof to one vote on each matter properly brought before the Meeting. As of June 28, 2021, 602,418,612 ordinary shares were issued and outstanding.

What is the difference between being a “record holder” and holding shares in “street name”?

A record holder holds shares in his or her name. Shares held in “street name” means shares that are held in the name of a bank or broker on a person’s behalf.

Am I entitled to vote if my shares are held in “street name”?

If your shares are held by a bank or a brokerage firm, you are considered the “beneficial owner” of shares held in “street name.” If your shares are held in street name, the proxy materials are being forwarded to you by your bank or brokerage firm (the “record holder”), along with a voting instruction card. As the beneficial owner, you have the right to direct your record holder how to vote your shares, and the record holder is required to vote your shares in accordance with your instructions. If you do not give instructions to your bank or broker, the shares will be treated as broker nonvotes. You are also invited to attend the Meeting. However, since you are not the shareholder of record, you may not vote your shares in person at the Meeting unless you request and obtain a valid proxy from your bank or broker.

What is the quorum requirement?

A quorum is necessary to hold a valid meeting. The quorum required for an annual general meeting of shareholders consists of at least two shareholders present, in person or by proxy, who hold shares conferring at least 25% of the voting power of our Company. A meeting adjourned for lack of a quorum generally is adjourned to the same day in the following week at the same time and place, or any time and place as the directors designate in a notice to the shareholders. At such adjourned meeting, any two (2) shareholders present in person or by proxy shall constitute a quorum. If the Meeting is adjourned to a subsequent date for a lack of quorum, then “Meeting Date” as mentioned in this Proxy Statement and its accompanying materials will be deemed to refer to the date on which the validly constituted shareholders’ meeting actually occurs.

Your shares will be counted towards the quorum only if you submit a valid proxy (or one is submitted on your behalf by your broker, bank or other nominee) or if you vote in person at the Meeting. Abstentions and broker non-votes will not be counted towards the quorum requirement.

Who can attend the Extraordinary General Meeting?

All Todos shareholders of record as of the close of business on June 28, 2021, may attend the Meeting.

How many votes do I have?

On each matter to be voted upon, you have one vote for each ordinary share you own as of the Record Date.

Can I change my vote after I submit my proxy?

You may revoke your proxy and reclaim your right to vote at any time before your proxy is voted by giving written notice to the Corporate Secretary of Todos Medical Ltd. by delivering a properly completed, later-dated proxy card or vote instruction form or by voting in person at the Meeting. All written notices of revocation and other communications with respect to revocations of proxies should be addressed to: Todos Medical Ltd., 121 Derech Menachem Begin, 30^th Floor, Tel Aviv 6701203, Israel Attention: Corporate Secretary. Your most current proxy card or Internet proxy is the one that will be counted.

If you are a beneficial owner of shares, you may submit new voting instructions by contacting your bank, broker or other record holder, or, if you have obtained a legal proxy from your bank, broker or other record holder giving you the right to vote your shares, by attending the Meeting and voting in person. Your attendance at the Meeting itself will not revoke your proxy unless you give written notice of revocation to our Corporate Secretary before your proxy is voted or before you vote in person at the Meeting.

How are votes counted?

Votes will be counted by the inspector of election appointed for the Meeting, who will separately count “For” and “Against” votes, abstentions, and broker non-votes. For matters requiring a shareholder’s declaration under the Israeli Companies Law, only votes accompanied by a signed and completed Shareholder’s Declaration will be counted.

How does the Board of Directors recommend I vote on the proposals?

Your Board recommends that you vote FOR:

What if I do not specify how my shares are to be voted?

If you submit a proxy but do not indicate any voting instructions, the persons named as proxies will vote in accordance with the recommendations of the Board of Directors as described above.

Will any other business be conducted at the Meeting?

As of the date of this proxy statement, we know of no other business that will be presented at the Meeting. If any other matter arises and is presented properly to the shareholders for a vote at the Meeting, the proxy holders will vote your shares in accordance with their best judgment.

How many votes are required to approve the amendment of the Company’s Articles of Association, create the redeemable Preferred A shares and redeemable Preferred B shares (respectively), and expand the authorized share capital of ordinary shares?

The affirmative vote of a majority of the ordinary shares present, in person or by proxy, and voting on the matter is required for the approval of the amendment of our Articles of Association, as well as to create the redeemable Preferred A shares and redeemable Preferred B shares (respectively), and expand the authorized share capital of ordinary shares.

How many votes are required to approve the compensation packages recommended by the Compensation Committee and approved by the Board?

The approval of the Compensation Schedule requires the affirmative vote of a majority of the shares present (in person or by proxy) and voting on the matter, provided that either: (i) at least a majority of the shares of non-Controlling shareholders and shareholders who do not have a Personal Interest in the approval of the Compensation Schedule, participating in the vote (whether in present or by proxy, excluding abstentions), are voted in favor of approving the Compensation Schedule; or (ii) the total number of shares of non-Controlling shareholders and of shareholders who do not have a Personal Interest in the approval of the Compensation Schedule, voted against the approval of the Compensation Schedule, does not exceed 2% of the outstanding voting power in the Company.

“Control” and “Personal Interest” are defined terms with (respectively) specific meanings under the Companies Law. For the definition of these terms, please see the discussion in Proposal Two.

Please note that you are required to indicate on the proxy card with respect to Proposal Two whether you are a controlling shareholder of the Company, or acting on its behalf or not, and whether you have a personal interest in the approval of the proposal as provided above or not. If you fail to so indicate on the proxy card, your vote may not be counted with respect to the proposal for which you failed to provide notification.

How many votes are required to elect the external directors?

The election of an external director requires the affirmative vote of a majority of the shares present, in person or by proxy, and voting on the matter, provided that either: (i) at least a majority of the shares of non-Controlling shareholders and shareholders who do not have a Personal Interest in the resolution (excluding a Personal Interest that is not related to a relationship with a Controlling shareholder) are voted in favor of the election of the external director, or (ii) the total number of shares of non-Controlling shareholders and of shareholders who do not have a Personal Interest in the resolution (excluding a Personal Interest that is not related to a relationship with a Controlling shareholder) voted against the election of the external director does not exceed 2% of the outstanding voting power in the company;. We are not currently aware of the Company having any Controlling shareholder.

If elected, each of the external directors will serve for a three-year term, following which they may be re-elected for a maximum of two additional three-year terms. An external director can be removed from office before the expiration of her or his term only under limited circumstances, which are discussed in more detail in the description of Proposal Three.

Please note that you are required to indicate on the proxy card with respect to Proposal Three whether you are a Controlling shareholder of the Company, or acting on its behalf or not, and whether you have a Personal Interest in the approval of the proposal as provided above or not. If you fail to so indicate on the proxy card, your vote may not be counted with respect to the proposal for which you failed to provide notification.

How many votes are required to re-elect the remaining directors?

The affirmative vote of the holders of a majority of the voting power of the Company represented at the Meeting in person or by proxy and voting thereon is necessary to approve the re-election of Gerald Commissiong, Dr. Herman Weiss, Daniel Hirsch and Moshe Abramovitz as directors of the Company.

How many votes are required to approve the extension of the time period and the expansion of the authority authorizing the Board to effect the reverse split?

The affirmative vote of the holders of a majority of the voting power of the Company represented at the Meeting in person or by proxy and voting thereon is necessary to approve the extension of the time period and the expansion of the authority authorizing the Board to effect the reverse share split.

How many votes are required to approve the adoption of the 2021 Equity Incentive Plan?

The approval of the terms of the 2021 Equity Incentive Plan requires the affirmative vote of a majority of the shares present and voting at the Meeting (in person or by proxy).

How many votes are required to approve the appointment of Yarel and Company as the Company’s auditors for the 2021 financial year?

The ratification of the appointment of Yarel and Company as the Company’s auditors for the 2021 financial year requires the affirmative vote of a majority of the shares present and voting at the Meeting (in person or by proxy).

What is an abstention and how will abstentions be treated?

An “abstention” represents a stockholder’s affirmative choice to decline to vote on a proposal. Abstained shares are treated as shares present for quorum and entitled to vote, so they will have the same practical effect as votes against a proposal.

How will broker non-votes be treated?

Broker non-votes will be treated as shares present for quorum purposes, but not considered entitled to vote on that matter. Therefore, broker non-votes do not count as votes for or against any proposal.

Where can I find the voting results of the Meeting?

We plan to announce preliminary voting results at the Meeting and to publish final results in a Current Report on Form 8-K to be filed with the SEC within four days of the Meeting.

Reporting Requirements

This Proxy Statement provides you with detailed information about the matters on which you are requested to vote your shares. We are subject to the information reporting requirements of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). We fulfill these requirements by filing reports with the SEC.

Our filings with the SEC may be inspected without charge at the SEC’s Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Information on the operation of the Public Reference Room can be obtained by calling the SEC at 1-800-SEC-0330. Our filings are also available to the public on the SEC’s website at www.sec.gov. We encourage you to read the entire Proxy Statement carefully.

PROPOSAL ONE –AMENDMENTS TO ARTICLES OF ASSOCIATION

APPROVAL OF AMENDMENTS TO THE COMPANY’S ARTICLES OF ASSOCIATION

At the Meeting, we will seek shareholder approval of an amendment to our Articles of Association to increase our authorized share capital of Ordinary Shares, and to create two new classes of redeemable Preferred Shares (Preferred A, pursuant to the Yozma Purchase Agreements, and Preferred B, pursuant to the Provista Acquisition), as shall be further described below.

Our share capital is currently divided into 1,000,000,000 (one billion) ordinary shares, par value NIS 0.01 per share. As of June 28, 2021, we had issued and allocated 602,418,612 Ordinary Shares. If all of the Company’s outstanding warrants, allocated options, and convertible notes, including the Warrants and Convertible Notes pursuant to the Yozma Purchase Agreements, and further including the shares and convertible note to be issued as part of the Provista Acquisition, were to be considered as if fully vested, exercised, and converted in the maximum amount possible as of date of this writing (the Company’s current “Fully Diluted Basis”), then the Company’s outstanding share capital would be 1,273,596,969 Ordinary Shares, which is more Ordinary Shares than are currently authorized. We also believe that we may be required to allocate and/or issue additional Ordinary Shares and/or securities convertible to Ordinary Shares, in order to support our activities and operations over the near term, including the grant of shares or stock options to purchase ordinary shares to our officers and employees (such as under the 2021 Equity Incentive Plan to be presented to Shareholders for approval at the Meeting), and financing other activities that may require that we issue Ordinary Shares and/or securities convertible to Ordinary Shares.

Accordingly, we propose to amend Article 4 of our Amended and Restated Articles of Association, to increase our Authorized Share Capital to NIS 50,000,000, and the number of authorized Ordinary Shares to 5,000,000,000 (five billion), par value NIS 0.01 each.

Additionally, under Section 4.14 of each Yozma Purchase Agreement, in the event the Company’s ordinary shares are listed on a national stock exchange while a Convertible Note is outstanding, Yozma, upon the request of the Company, has agreed to exchange such Convertible Note for a series of “toothless” convertible preferred shares of the Company. Accordingly, we propose to amend Article 4 of our Articles of Association to create a class of “toothless” convertible preferred shares of par value NIS 0.01 each, to be known as the Company’s “Preferred A Shares,” so that the Company will be capable of exercising its option to issue such Preferred A Shares in exchange for an outstanding Convertible Note, and specifically allocated for such purpose. The full details of the Preferred A Shares are set forth in the proposed amendments to the Articles attached as Annex A of this Proxy Statement.

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 (the “Provista Acquisition”). Under the terms of the Agreement to Purchase, $3,500,000 of the consideration for Provista’s equity was paid in the form of a convertible note. In the event that the Company’s ordinary shares are listed on a national securities exchange (an “Uplisting”), the Note shall automatically be exchanged into Preferred shares (the “Series B Preferred Shares”) with such fixed conversion price terms as described in the Agreement to Purchase. Accordingly, we propose to amend Article 4 of our Articles of Association to create a class of 5,000 (five thousand) Series B convertible preferred shares of par value NIS 0.01 each, to be known as the Company’s “Preferred B Shares,” so that the Company will be capable of issuing such Preferred B Shares, with such Preferred B Shares specifically allocated for that purpose. The full details of the Preferred B Shares are set forth in the proposed amendments to the Articles attached as Annex A of this Proxy Statement.

Additionally, according to legal advice the Company has received, the current provisions of the Amended and Restated Articles of Association may require the Company to remain in compliance with Israeli laws and regulations regarding External Directors, notwithstanding certain exemptions which Israeli law would otherwise have provided at such time that the Company may become listed on certain Qualified Exchanges (as defined in Proposal Three, below), if not for the provisions of the current Articles. For more details on these exemptions, as well as our compliance with Israeli law regarding External Directors, please refer to the discussion regarding Proposal Three.

Accordingly, we propose to amend Article 34 of our Amended and Restated Articles of Association, such that the Company will be able to enjoy regulatory relief as appropriate under Israeli law, for companies listed on a Qualified Exchange and compliant with the laws of such Qualified Exchange regarding independent directors.

The full text of the amendments contemplated in this Proposal One is attached as Annex A to this Proxy Statement.

Shareholder Approval

The Board of Directors will present the following resolution at the Meeting:

RESOLVED, to approve the amendments to the Company’s Articles of Association to: (a) increase the Company’s Authorized Share Capital to include: (i) NIS 50,000,000 composed of 5,000,000,000 (five billion) Ordinary Shares par value NIS 0.01 each, (ii) an additional NIS 500 composed of 50,000 (fifty thousand) Preferred A shares par value NIS 0.01 each, and (iii) an additional NIS 50 composed of 5,000 (five thousand) Preferred B shares par value NIS 0.01 each; and (b) amend Article 34 of the Company’s Articles of Association; all of the above as per the amendments text appearing in Annex A of this Proxy Statement.

Board of Directors’ Recommendation

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL OF THE AMENDMENTS TO THE ARTICLES OF ASSOCIATION.

PROPOSAL TWO - COMPENSATION SCHEDULE

APPROVAL OF COMPENSATION PACKAGES FOR: DIRECTORS, CEO, CFO, AND EXTERNAL DIRECTORS

As an Israeli company, we are subject to the Israeli Companies Law, which provides that the terms of compensation for the Officers and Directors, including for any other services or offices provided or held by a Director, must first be approved by the Board of Directors following the recommendations of the Compensation Committee, prior to receiving the approval of the Shareholders’ Meeting.

In light of the Company’s current situation and growth opportunities, our Compensation Committee has reviewed the terms of compensation for our Directors, CEO, CFO and External Directors, as well as for Key Individuals who may be hired or whose services may be procured in the future, including the incentives necessary or desirable to bring to fruition the Company’s goals, strategies and objectives. In its review, the Compensation Committee has considered, amongst other things: (1) achieving the Company’s goals, long-term strategy and plan of action; (2) forming appropriate incentives for the Company’s Officers, Directors and Key Individuals, including consideration of the Company’s risk management policy; (3) the scope of the Company’s size and future growth, and its manner of activity in its field; and (4) each Director and Officer’s contribution to the achievement of milestones and maximum long-run earnings, all of the above taking a long-range perspective in keeping with each Director and Officer’s particular role. In particular, the Committee has had regard for, amongst other things: (1) each Director and Officer’s education, talents, expertise, accomplishments and professional experience; (2) each Director and Officer’s role, areas of responsibility, and previous compensation arrangements; and (3) the possibility of establishing a ceiling for the value of equity incentives. Based on these and other considerations, and in light of the Company’s special and unique circumstances at this juncture, the Compensation Committee and the Board of Directors have approved the compensation schedule attached as Annex B to this Proxy Statement (the “Compensation Schedule”), and recommends the approval of the Compensation Schedule by the Company’s shareholders.

Required Vote

The approval of the Compensation Schedule requires the affirmative vote of a majority of the shares present (in person or by proxy) and voting on the matter, provided that either: (i) at least a majority of the shares of non-Controlling shareholders and shareholders who do not have a Personal Interest in the approval of the Compensation Schedule, participating in the vote (whether in person or by proxy, excluding abstentions), are voted in favor of approving the Compensation Schedule; or (ii) the total number of shares of non-Controlling shareholders and of shareholders who do not have a Personal Interest in the approval of the Compensation Schedule, voted against the approval of the Compensation Schedule, does not exceed 2% of the outstanding voting power in the company.

Please note that “Control” and “Personal Interest” are defined terms with (respectively) specific meanings under the Companies Law. For the definition of these terms, please see the discussion of Proposal Three below.

The Company acknowledges that at least one shareholder has a Personal Interest in the compensation of one of our Directors. Any shareholder that has a Personal Interest in the compensation of any officer or Director of the Company must inform the Company of such Personal Interest prior to the vote; all shareholders who fail to do so shall be deemed to have made a positive declaration to the Company that they have no Personal Interest in the compensation of any of the Company’s current officers or Directors.

Please note that you are required to indicate on the proxy card with respect to Proposal Two whether you are a controlling shareholder of the Company, or acting on its behalf or not, and whether you have a personal interest in the approval of the proposal as provided above or not. If you fail to so indicate on the proxy card, your vote may not be counted with respect to the proposal for which you failed to provide notification.

The Board of Directors will present the following resolution at the Meeting:

RESOLVED, pursuant to the recommendation of the Compensation Committee and the Board of Directors, to approve and adopt the Compensation Schedule appearing as Annex B of the Proxy Statement, effective from fiscal year 2021.

Board of Directors’ Recommendation

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE APPROVAL AND ADOPTION OF THE COMPENSATION SCHEDULE.

PROPOSAL THREE – ELECTION OF EXTERNAL DIRECTORS

ELECTION OF DR. LAUREN CHUNG AND MR. MOSHE SCHLISSER AS THE COMPANY’S EXTERNAL DIRECTORS

Dr. Lauren Chung is the founder and CEO of Minleigh LLC, which is focused on identifying, evaluating and partnering with companies for investments and strategic, operational, and commercial opportunities. She has over 20 years of healthcare investment management, investment banking and advisory experience, and is currently a venture partner at Yozma Group Korea headquartered in South Korea.

Dr. Chung was a managing director in Healthcare Research at WestPark Capital. Previously, she was a co-founder of Tokum Capital Management, a global healthcare fund, which merged with Perella Weinberg Partners. Prior to that, Dr. Chung managed healthcare investment portfolios at RBR Capital, Kingdon Capital and Pequot Capital. Earlier in her career, Dr. Chung was a research scientist doing cutting-edge work in neurodegenerative and genetic disorders at Massachusetts General Hospital/Harvard Medical School and Boston Children’s Hospital. Dr. Chung has published in many leading peer-reviewed scientific journals.

As a current and former director of public and private companies, Dr. Chung brings a valuable perspective for the Company’s strategy and operations, as well as extensive scientific insights. Dr. Chung serves on the business review board of the Alzheimer’s Drug Discovery Foundation. Dr. Chung holds a Ph.D. in neuropathology from Columbia University-College of Physicians & Surgeons, and a BA with honors in Biochemistry and Economics from Wellesley College.

Mr. Moshe Schlisser has been a director since February 27, 2016. Mr. Schlisser currently also serves as a director at SmartGreen Ltd, Tantel Group Ltd and III Pte Ltd. Mr. Schlisser is a General Partner at Shefa Capital Ltd a Growth Venture Fund, with a focus on mid- to later stage deep technology investments. Mr. Schlisser has held managerial positions in various investment firms and has experience with investments, structured finance and mergers and acquisitions. In 2010, Mr. Schlisser co-founded and currently serves as a director of a soup kitchen that serves to over 50 homeless and underprivileged individuals a hot prepared dinner every night and that delivers weekend food packages to over 250 underprivileged families.

Certain provisions of Israeli law regarding “External Directors”

As an Israeli company, we are subject to the Israeli Companies Law, which provides that at least two of the Company’s directors must be external directors, whose terms of office, and procedures for appointment or removal, must conform with the provisions of the Companies Law, Section 239 et seq. (the “External Directors”).

External Directors must meet certain statutory qualifications, as detailed in the Israeli Companies Law, Section 239 et seq. (the “Statutory Qualifications”). The Statutory Qualifications include certain provisions designed to ensure the External Directors’ independent judgment, as well as criteria for the External Directors’ professional skills, as follows (the “Professional Qualifications”): (i) at least one of the External Directors must have “accounting and financial expertise”, and (ii) each External Director must have either “accounting and financial expertise” or “professional skills”; all as such terms are defined by the regulations promulgated under the Companies Law.

Each External Director must file a written declaration affirming that she or he meets the Statutory Qualifications, including documentation of her or his Professional Qualifications, before her or his nomination can be properly considered by the Shareholders’ Meeting. Each of Dr. Lauren Chung and Mr. Moshe Schlisser has submitted their respective written declarations to the Board, as required under the Companies Law. Those declarations are available for review by the public at our registered office, and a copy of those declarations will be made available to any member of the general public upon request. After considering their respective declarations, our Board of Directors has determined that Dr. Chung and Mr. Schlisser possess the required Professional Qualifications to be appointed as External Directors and, specifically, that Dr. Chung has “accounting and financial expertise,” as that term is defined by the regulations promulgated under the Companies Law.

Compensation package and expenses of External Directors

The compensation and allowable expenses of External Directors are regulated by the Companies Law and regulations promulgated pursuant thereto (the “Compensation Regulations”). Generally speaking, the Compensation Regulations set a fixed range including minimum, maximum, and suggested median tariffs for External Directors’ compensation, on the basis of a fixed cash salary, in addition to fixed cash amount per meeting. The relevant fixed ranges are based on the Company’s shareholders’ equity and, for Companies whose securities are listed on a non-Israeli exchange, the increased burden of the demands and obligations imposed by the laws and regulations to which companies listed on that exchange are subject. However, the fixed amounts set forth in the Compensation Regulations may not adequately account for the unique position in which every company is situated. Therefore, Regulations 8A and 8B of the Compensation Regulations allow the Company to adopt a compensation package, including cash as well as equity, which goes beyond the parameters otherwise imposed by the fixed range of the Compensation Regulations. Based on the legal advice it has received, the Board has determined that the Compensation Schedule is in keeping with the requirements of the Compensation Regulations.

External Directorship exemptions for companies listed on a “Qualified Exchange”

Regulations promulgated pursuant to Section 364(a) of the Companies Law allow for an exemption from some provisions of the Companies Law for companies (such as Todos) whose securities are listed on a non-Israeli exchange only (the “Foreign Listing Leniencies”). Regulation 5D of the Foreign Listing Leniencies provides certain exemptions from the Companies Law requirements regarding the corporate governance role of External Directors, for Israeli companies listed on certain non-Israeli exchanges (the “Qualified Exchanges”); provided that: (i) the Israeli company is fully compliant with all laws and regulations of the Applicable Jurisdiction regarding the appointment of independent directors, and the composition of audit and/or compensation committees, as they apply to companies incorporated in the Applicable Jurisdiction, such regulations being deemed to include any rules or guidelines generally practiced at the relevant Qualified Exchange (the “Qualified Exchange Regulations”), where “Applicable Jurisdiction” means the jurisdiction in which the company’s securities are either (x) offered to the public, or (y) listed for trade on the Qualified Exchange; (ii) there is no one person or syndicate exercising “Control” over the Company, as that term is defined under the Israeli Securities Law, 1968 (see definition of “Control” in the “required vote” section of this Proposal); (iii) the composition of the company’s Board includes at least one member of each of the male and female genders; and (iv) the company has elected to comply with the Qualified Exchange Regulations in lieu of the provisions of the Companies Law relating to the appointment of independent directors, and the composition of audit and/or compensation committees.

As a matter of Israeli law, the Minister of Justice may from time to time, after consulting with the Israel Securities Authority and after receiving the approbation of the Law and Constitution Committee of the Knesset, revise the Foreign Listing Leniencies. In the future, such revisions may include the addition, removal and/or revision of leniencies, as well as the addition of other exchanges to (or removal of exchanges from) the list of Qualified Exchanges. At time of this writing, the Qualified Exchanges as per the Foreign Listing Leniencies are the NYSE, AMEX, NASDAQ Global Select, NASDAQ Global, and NASDAQ Capital. Should the company’s shares become listed on a Qualified Exchange in the future, provided that the conditions for exemption as described above apply, the Board may consider the feasibility of procuring the services of Dr. Chung and Mr. Schlisser as “independent directors” under and subject to the applicable Qualified Exchange Regulations, in place of their currently proposed service as External Directors under the Companies Law.

To this end, Proposal One includes an amendment to the Company’s Articles of Association which would ensure the validity of such leniencies in the future, should the Board decide to comply with the Qualified Exchange Regulations in lieu of the relevant Companies Law provisions, as described above.

Required Vote

The election of each of Dr. Chung and Mr. Schlisser as an External Director requires the affirmative vote of a majority of the shares present (in person or by proxy) and voting on the matter, provided that either: (i) a majority of the shares of non-Controlling shareholders and shareholders who do not have a Personal Interest in the resolution (excluding a Personal Interest that is not related to a relationship with a Controlling party), participating in the vote (whether in present or by proxy, excluding abstentions), are voted in favor of the election of the External Director, or (ii) the total number of shares of non-Controlling shareholders and of shareholders who do not have a Personal interest in the resolution (excluding a Personal Interest that is not related to a relationship with a non-Controlling shareholder) voted against the election of the External Director, does not exceed 2% of the outstanding voting power in the company.

Under the Companies Law, a “Personal Interest” means a personal interest in any act or transaction of a company, which is deemed to include a personal interest of: (x) any “Relative” of the shareholder; (y) any company with respect to which the shareholder (or any such relative) serves as a director or the chief executive officer, owns at least 5% of the outstanding share capital, or has the right to appoint a director or the chief executive officer; or (z) the Personal Interest of a person acting as a proxy for the shareholder, even if the shareholder himself does not have a Personal Interest, whether or not the proxy holder has discretion how to vote); excluding, however, an interest arising solely from the ownership of shares. The term “Relative” above means: (a) a spouse, sibling, parent, grandparent, child or descendant; (b) a spouse’s child or descendant, parent or sibling; or (c) the spouse of any of the foregoing.

Under the Companies law, “Control” has the meaning assigned to that term in the Israeli Securities Law, 1968 (the “Securities Law”), specifically: a de facto ability to direct the Company’s affairs, other than by exercise of official duty as a director or officer of the Company; where holding at least 50% of the rights to (x) vote in a shareholders’ meeting, or (y) appoint the Company’s directors or chief executive officer, creates a rebuttable presumption of “Control”; whether such rights are held by a single person or entity or in conjunction with others (including by a voting agreement or arrangement), whether directly or indirectly, including by means of any trustee, trust company; pursuant to which a corporation and its affiliates, as well as an individual and family members sharing a residence or dependent upon each other for their livelihood, are deemed to be a single person.

To the best of our knowledge, there is currently no single person or syndicate who exercises Control over the Company, nor are we aware of any arrangement to exercise Control over the Company, as per the Securities Law definition of “Control.”

Please note that you are required to indicate on the proxy card with respect to Proposal Three whether you are a controlling shareholder of the Company, or acting on its behalf or not, and whether you have a personal interest in the approval of the proposal as provided above or not. If you fail to so indicate on the proxy card, your vote may not be counted with respect to the proposal for which you failed to provide notification.

Term of an External Director’s Office

If elected, each of the External Directors will serve for a three-year term, following which they may be re-elected for a maximum of two additional three-year terms. An External Director can be removed from office before the expiration of her or his term only under limited circumstances, as described below.

An External Director can be removed from office prior to the expiration of her or his term only if : (i) the External Director informs the company that the Statutory Qualifications regarding her or his external directorship no longer apply (in which case his or her external directorship expires immediately upon the company’s receipt of such notification); (ii) following a determination by the Board, and after receiving the Board’s reasoned opinion provided that the External Director has been afforded a reasonable opportunity to convey her or his position, a special Shareholder’s Meeting determines that either: (x) the Statutory Qualifications have ceased to apply with regards to the External Director’s appointment as such, or (y) the External Director has violated her or his fiduciary duty to the company; (iii) an Israeli Court determines, upon petition from any director or shareholder of the company, that either of sub-clause (ii)(x) or (ii)(y) above has occurred; (iv) an Israeli Court determines, upon petition from any director, shareholder or creditor of the company, that the External Director is incapable of fulfilling his or her duties on a regular basis, or that the External Director been convicted in a foreign [i.e. non-Israeli] Court of bribery, fraud, or a crime relating to corporate management or insider information; (v) the Company ceases to be a company with publicly traded shares or debentures (in which case the External Director’s office automatically expires three months subsequent to such date); or (vi) if the Company becomes listed on a Qualified Exchange, the Company has no Controlling shareholder or syndicate, the Company’s Board has at least one member of each of the male and female genders, and the Company elects to comply with the Qualified Exchange Regulations in lieu of the provisions of the Companies Law relating to the appointment of independent directors and the composition of audit and/or compensation committees; in which case, pursuant to Regulation 5D of the Foreign Listing Leniencies, the External Director may elect to either resign, or remain a director on the Board (whether or not as an independent director under the Qualified Exchange Regulations) without needing to be reelected, until the earlier of (x) the date on which her or his External Directorship would otherwise have expired, or (y) the end of the second Annual Shareholders’ Meeting held subsequent to the Company’s election to comply with the Qualified Exchange Regulations in lieu of the relevant provisions of the Companies Law.

Compensation of External Directors

The compensation and allowable expenses of External Directors are regulated by the Compensation Regulations, as discussed above. An External Director’s compensation and expenses package enters effect at the beginning of her or his term, and cannot be changed or modified for the duration of her or his term, other than to match the more favorable compensation terms of another External Director duly appointed in the middle of her or his term. The Companies Law prohibits an External Director from receiving any consideration, whether directly or indirectly, for her or his services as Director, other than: (a) her or his pre-approved compensation and expenses package (which is subject to the parameters of the Compensation Regulations); and (b) waiver, indemnification and insurance for directors’ liability. If an External Directly does receive consideration in a forbidden manner, this is considered a breach of the External Director’s Statutory Qualification, following which the External Director shall be removed from office as per one of the procedures described in sub-sections (i), (ii) or (iii) in the paragraph above.

Restrictions after conclusion of an External Director’s term of service

Even after the conclusion of an External Director’s term of service, none of the Company, a Controlling shareholder or syndicate of the Company, or an entity in the Control of a Controlling shareholder or syndicate, may provide any benefit, whether directly or indirectly, to the outgoing External Director, his or her spouse, child or Relative; the above including appointment to any position in any of the entities aforementioned, or any manner of employment or procurement of services by any of the aforementioned, whether directly or indirectly, including by means of an entity Controlled by the outgoing External Director, his or her spouse, child or Relative, for a period of two years following the conclusion of the External Director’s service as such or, regarding a Relative who is not a spouse or child, for a period of one year following.

These restrictions do not apply, however, to an External Director who remains as a Director (whether or not as an independent director under the Qualified Exchange Regulations), following the Company’s election to comply with the Qualified Exchange Regulations in lieu of the provisions of the Companies Law relating to the appointment of independent directors pursuant to Regulation 5D of the Foreign Listing Leniencies.

The Board of Directors will present the following resolution at the Meeting:

RESOLVED, to elect Dr. Lauren Chung and Mr. Moshe Schlisser to be the Company’s External Directors, each for a three-year term, effective immediately.

Board of Directors’ Recommendation

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF DR. LAUREN CHUNG AND MR. MOSHE SCHLISSER AS THE COMPANY’S EXTERNAL DIRECTORS.

PROPOSAL FOUR – ELECTION OF DIRECTORS

REELECTION OF GERALD COMMISSIONG, DR. HERMAN WEISS, DANIEL HIRSCH AND MOSHE ABRAMOVITZ AS THE COMPANY’S DIRECTORS

Under the Company’s Amended and Restated Articles of Association, the Company’s Board of Directors shall consist of at least three and not more than seven directors, in addition to two external directors required to be appointed under the Israeli Companies Law. The Company’s Board of Directors currently has four directors who are not external directors:

Other than external directors, for whom special election and removal requirements apply under the Companies Law, our directors are elected annually at the annual general meeting of our shareholders. Thus, all four of our directors who are not external directors are up for re- election.

Each of the four nominees has consented to being named in this proxy statement and has agreed to serve if elected. The affirmative vote of a majority of the shares present at the meeting in person or represented by proxy and entitled to vote is required to elect each of the four nominees named in this proxy statement as directors.

Board of Directors’ Recommendation

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF GERALD COMMISSIONG, DR. HERMAN WEISS, DANIEL HIRSCH AND MOSHE ABRAMOVITZ AS THE COMPANY’S DIRECTORS.

The following is a brief biography of the nominees for re-election as directors:

Gerald Commissiong, Chief Executive Officer and Director

Gerald Commissiong has served as our Chief Executive Officer and director since January 5, 2020. In addition, Mr. Commissiong serves as Chief Executive Officer, President and a member of the Board of Directors of Amarantus Bioscience Holdings, Inc. (“Amarantus”), of which he is a co-founder. Prior to becoming Chief Executive Officer of Amarantus in October 2011, Mr. Commissiong was the Chief Operating Officer of Amarantus. Mr. Commissiong graduated from Stanford University in Management Science and Engineering with a focus on Financial Decisions.

Dr. Herman Weiss, Chairman of the Board of Directors

Dr. Herman Weiss has served as a director of the Company since June 22, 2017 and Chairman of the Board of Directors since January 5, 2020. Dr. Weiss served as Chief Executive Officer of the Company from July 30, 2018 to January 5, 2020. In addition, Dr. Weiss previously served as the Vice President of Medical Affairs and Clinical Development at Juniper Pharmaceuticals Inc. in Boston, MA. Before that, Dr. Weiss served as the Global Medical Director of women’s health and bone health at Teva Pharmaceutical Industries, Ltd. in Petah Tikve, Israel. Dr. Weiss has served as a consultant to multiple medical device and pharmaceutical companies, including American medical systems and venture capital firms in New York City, and also founded and served as the Chief Medical Officer of FibroControl, a biotech medical device company in Herzliya, Israel. Dr. Weiss owns multiple patents and is the author of numerous publications in the area of women’s health and gynecology. Dr. Weiss holds an M.B.A. from the George Washington University, Washington DC, an M.D. from the Ohio State University College of Medicine, and a B.A. in Philosophy (summa cum laude) from the Ramapo College of New Jersey.

Daniel Hirsch, Chief Financial Officer and Director

Daniel Hirsch has served as our Chief Financial Officer and director since January 5, 2020. Mr. Hirsch has been managing Partner of First Line Capital, LLC since 2002. Prior to 2002, Mr. Hirsch served as Senior Consultant at Integrated Healthcare based in Greenwich, Connecticut providing turn around services for large medical practices. From 1992 to1998, Mr. Hirsch was Director of Primary Care for Hackensack University Medical Center in Hackensack, New Jersey.

Moshe Abramovitz, Director

Moshe Abramovitz has served as a director of the Company since February 27, 2016. Mr. Abramovitz has held managerial positions in various organizations (Israeli companies and charities) including serving as the Deputy Chief Executive Officer of A.S. Mehadrin Ltd. Mr. Abramovitz holds a B.A. in business administration, specializing in information systems, from Ono Academic College and an MBA in business administration specializing in business strategy from Ono Academic College. Mr. Abramovitz received training and a certificate to serve as a mediator from Bar Ilan University.

The Board of Directors will present the following resolution at the Meeting:

RESOLVED, to elect Gerald Commissiong, Dr. Herman Weiss, Daniel Hirsch and Moshe Abramovitz as the Company’s Directors, each for a term until the next annual meeting, effective immediately.

Board of Directors’ Recommendation

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ELECTION OF DR. GERALD COMMISSIONG, DR. HERMAN WEISS, DANIEL HIRSCH AND MOSHE ABRAMOVITZ AS THE COMPANY’S DIRECTORS.

PROPOSAL FIVE – REVERSE SHARE SPLIT

EXTENSION OF DEADLINE AND INCREASE OF RANGE FOR EFFECTUATING THE REVERSE SHARE SPLIT

Purpose of the Reverse Share Split

The Company’s shares are currently quoted on the OTC Markets’ OTCQB Market under the symbol “TOMDF.”

The Company believes that the reverse share split is advisable in order to make its ordinary shares more attractive to a broader range of investors, including professional investors, institutional investors, and the general investing public. For example, large U.S. institutional investors do not regularly invest in stocks trading below $5.00 per share. The Company’s Board of Directors believes that the anticipated increased price resulting from the reverse share split may generate additional interest and trading in the Company’s ordinary shares.

In addition, the Company believes that the reverse share split will allow for a possible listing of the ordinary shares of the Company on The Nasdaq Capital Market, which requires a minimum bid price of $4.00 per share. The Company believes that the listing of the Company’s shares on The Nasdaq Capital Market will enable the Company to maintain greater access to the public capital markets and will afford the Company’s shareholders greater liquidity with respect to their holdings in the Company.

In May 2020, the Company sought and received approval of the shareholders to effect a reverse share split of the Company’s outstanding ordinary shares within a range of 1-for-10 to 1-for-100 and to amend the Company’s Articles of Association to effect such reverse share split.

That approval gave the Board the authority to decide, within twelve months from the date upon which shareholders of the Company approved that proposal, whether to implement the reverse share split and the exact ratio for the reverse share split within the range of 1-for-10 to 1-for-100 if such split is to be implemented; provided, however, that the Company was not allowed to effect reverse share splits that, in the aggregate, exceed 1-for-100. Now, the Company seeks an extension of that approval until July 26, 2022, because it has been unable to complete the uplisting process for which the reverse share split was intended due to market conditions.

Additionally, the Company seeks to adjust the range of the share split to a range between 1-for-2 and 1-for-500. If the reverse share split is implemented, the number of issued and outstanding ordinary shares would be reduced, and the nominal value would be increased in accordance with the exchange ratio selected by the Board.

In the event that the Company’s shareholders do not approve granting discretionary authority to the Company’s Board of Directors to effectuate the reverse share split, the Company’s ordinary shares will continue to be quoted on the OTCQB.

The OTC Market is generally considered to be a less efficient market than The Nasdaq Capital Market, and the share price, as well as the liquidity of the ordinary shares, may be adversely affected, as remaining on the OTCQB would negatively impact the Company’s ability to secure new financing. Accordingly, the Board recommends that the shareholders approve the granting of discretionary authority to the Company’s Board of Directors to effectuate the reverse share split as described above on a date to be announced by the Company and authorize the Company to amend the Articles of Association accordingly. If the reverse share split is approved by our shareholders, the Company will issue a press release announcing the effective date of the reverse share split and the exact ratio for the reverse share split, and will amend the Articles of Association to effect such reverse split.

As a result of the reverse share split, the total number of ordinary shares outstanding will be reduced, and the nominal value per share will be increased proportionately. For example, if the reverse share split is approved and the Board proceeds with a reverse split of 1-for-100, then the 1,000,000,000 shares, par value NIS 0.01 per share currently, authorized, would be reduced to 10,000,000 shares. Since the total issued principal amount of the share capital remains the same after the split, the nominal value per share in this example would be increased from NIS 0.01 to NIS 1.00 per share.

While the Company’s Board of Directors believes that the potential advantages of a reverse share split outweigh any actual or potential disadvantages, if the Company does effect a reverse share split there can be no assurance that:

The exercise price and the number of shares issuable pursuant to outstanding options, warrants, capital notes and convertible debentures will be adjusted pursuant to the terms of such instruments in connection with such reverse-split. For example, if the reverse share split is approved and the Board proceeds with a reverse split of 1-for-100, then for every 100 old ordinary shares previously issuable upon exercise of outstanding options, warrants, capital notes and convertible debentures, the holders of such securities will, upon exercise or conversion thereof, receive one ordinary share of NIS 1.00 par value, for the same aggregate amount of consideration paid.

We note that, pursuant to Proposal One of this Proxy Statement, the Board is recommending that Shareholder’s ratify amendments to our Articles which would include the creation of two new class of shares, Preferred A and Preferred B, of par value equal to our Ordinary Shares. In order to fully achieve the desired effect of the reverse split, we believe it will be necessary to effect a reverse split of equal ratio across the board of the Company’s classes of shares; therefore, the Board recommends that the authority granted to the Board to effect the reverse split should be expanded to include not only the Ordinary Shares, but also the entirety of our share capital.

Certain U.S. Federal Income Tax Consequences

The following discussion summarizes certain material U.S. federal income tax consequences relating to the participation in a reverse share split by a U.S. shareholder that holds shares as a capital asset. This discussion is based on the provisions of the Internal Revenue Code of 1986, as amended (the “Code”), final, temporary, and proposed U.S. Treasury regulations promulgated thereunder and current administrative rulings and judicial decisions, all as in effect as of the date hereof. All of these authorities may be subject to differing interpretations or repealed, revoked or modified, possibly with retroactive effect, which could materially alter the tax consequences set forth herein.

For purposes of this summary, a “U.S. shareholder” refers to a beneficial owner of shares who is any of the following for U.S. federal income tax purposes: (i) a citizen or resident of the United States; (ii) a corporation created or organized in or under the laws of the United States, any state thereof, or the District of Columbia; (iii) an estate the income of which is subject to U.S. federal income taxation regardless of its source; or (iv) a trust if (1) its administration is subject to the primary supervision of a court within the United States and one or more U.S. persons have the authority to control all of its substantial decisions, or (2) it has a valid election in effect under applicable U.S. Treasury regulations to be treated as a U.S. person. A “non-U.S. shareholder” of our shares is a shareholder who is not a U.S. shareholder. Non-U.S. shareholders should consult their own advisors as to the federal, state, local, and foreign tax consequences to them relating to their participation in the reverse share split.

This summary does not represent a detailed description of the U.S. federal income tax consequences to a U.S. shareholder in light of his, her or its particular circumstances. In addition, it does not purport to be complete and does not address all aspects of federal income taxation that may be relevant to shareholders in light of their particular circumstances or to any shareholder that may be subject to special tax rules, including, without limitation: (1) shareholders subject to the alternative minimum tax; (2) banks, insurance companies, or other financial institutions; (3) tax-exempt organizations; (4) dealers in securities or commodities; (5) regulated investment companies or real estate investment trusts; (6) traders in securities that elect to use a mark-to-market method of accounting for their securities holdings; (7) U.S. shareholders whose “functional currency” is not the U.S. dollar; (8) persons holding shares as a position in a hedging transaction, “straddle,” “conversion transaction” or other risk reduction transaction; (9) persons who acquire shares in connection with employment or other performance of services; (10) dealers and other shareholders that do not own their shares as capital assets; (11) U.S. expatriates, (12) non-U.S. shareholders; or (13) shareholders who directly or indirectly hold their shares in an entity that is treated as a partnership for U.S. federal tax purposes. Moreover, this description does not address the U.S. federal estate and gift tax, alternative minimum tax, or other tax consequences of the reverse share split.

There can be no assurance that the Internal Revenue Service (the “IRS”) will not take a contrary position to the tax consequences described herein or that such position will be sustained by a court. In addition, U.S. tax laws are subject to change, possibly with retroactive effect, which may result in U.S. federal income tax considerations different from those summarized below. No opinion of counsel or ruling from the IRS has been obtained with respect to the U.S. federal income tax consequences of a reverse share split. This discussion is for general information only and is not tax advice. All shareholders should consult their own tax advisors with respect to the U.S. federal, state, local and non U.S. tax consequences of a reverse share split.

Based on the assumption that the reverse share split will constitute a tax-free reorganization within the meaning of Section 368(a)(1)(E) of the Code, and subject to the limitations and qualifications set forth in this discussion, the following is a general discussion of the U.S. federal income tax consequences relating to the reverse share split.

The reverse share split is intended to qualify as a “recapitalization” for U.S. federal income tax purposes. Assuming the reverse share split so qualifies, a U.S. shareholder should not recognize any gain or loss as a result of the reverse share split. Further, a U.S. shareholder’s aggregate tax basis in his, her, or its post-split shares should equal the aggregate tax basis in the pre-split shares exchanged therefor, and such U.S. shareholder’s holding period for the post-split shares should include the period during which such U.S. shareholder held the pre-split shares surrendered therefor. U.S. shareholders should consult their tax advisors as to application of the foregoing rules where shares were acquired at different times or at different prices.

However, the U.S. federal income tax treatment of the fractional shares being rounded up to the next whole share is uncertain and the IRS may take the position that the rounding up results in a distribution to a U.S. shareholder whose proportionate interest in the earnings and profits of the Company is increased thereby. If the IRS were to successfully assert this position, the fair market value of an additional fraction of a share received by such U.S. shareholder would constitute a dividend to the extent of the earnings and profits of the Company. Any such dividend would likely be immaterial in amount. U.S. shareholders should consult their own tax advisors regarding the U.S. federal income tax and other tax consequences of fractional shares being rounded to the next whole share.

THE PRECEDING DISCUSSION IS INTENDED ONLY AS A SUMMARY OF CERTAIN FEDERAL INCOME TAX CONSEQUENCES OF THE REVERSE SHARE SPLIT AND DOES NOT PURPORT TO BE A COMPLETE ANALYSIS OR DISCUSSION OF ALL POTENTIAL TAX EFFECTS RELEVANT THERETO. YOU SHOULD CONSULT YOUR OWN TAX ADVISORS AS TO THE PARTICULAR U.S. FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX CONSEQUENCES OF THE REVERSE SHARE SPLIT IN LIGHT OF YOUR SPECIFIC CIRCUMSTANCES.

Certain Israeli Tax Consequences

The following discussion summarizing certain Israeli income tax consequences is based on the Israeli Income Tax Ordinance [New Version], 1961, as amended, and the policy of the Israeli Tax Authority (“ITA”) as currently in place, and is for general information only. Shareholders are urged to consult their own tax advisors to determine the particular consequences to them.

Generally, a reverse share split will be viewed for Israeli tax purposes as a sale of the ordinary shares held by each shareholder, with the consideration being the new ordinary shares received in the reverse share split. Such sale of ordinary shares will generally be viewed as a capital gain tax event for Israeli tax purposes and will result in the recognition of capital gain or capital loss for Israeli income tax purposes unless an applicable exemption is provided in Israeli tax law or under an applicable treaty for the prevention of double taxation which exists between the State of Israel and the country of residence of the shareholder.

However, it is possible to approach the ITA in order to obtain an advanced tax ruling (the “Ruling”), prior to the reverse share split. If obtained, the Ruling may provide that the reverse share split will not be considered as a sale of shares for Israeli tax purposes. Such Ruling could also provide that the purchase price (as adjusted for the split) and purchase date for tax purposes in future selling of the new ordinary shares will be identical to the purchase price and purchase date of the ordinary shares. It is likely that the Ruling will be conditioned and based on the following facts: the reverse share split shall apply the same conversion ratio for all of the shareholders; there will be no change in the shareholders’ rights (whether in their voting rights or rights for profits) as a result of the reverse share split; the reverse share split shall not include any consideration or economic benefit (whether by cash or by cash equivalents) paid or accrued to the shareholders or to the Company; the economic value of all of the issued shares shall not be affected by the reverse share split.

THE U.S. AND ISRAELI TAX CONSEQUENCES OF THE REVERSE SHARE SPLIT MAY DEPEND UPON THE PARTICULAR CIRCUMSTANCES OF EACH SHAREHOLDER. ACCORDINGLY, EACH SHAREHOLDER IS ADVISED TO CONSULT ITS TAX ADVISOR WITH RESPECT TO ALL OTHER POTENTIAL TAX CONSEQUENCES TO THE SHAREHOLDER OF A REVERSE SHARE SPLIT.

Fractional Shares

No fractional shares will be issued as a result of the reverse-split. Instead, all fractional shares will be rounded up to the next whole number of shares.

Exchange of Share Certificates

Shortly after the reverse share split becomes effective, each holder of an outstanding certificate representing ordinary shares will receive from Worldwide Stock Transfer Company, the Company’s exchange agent (the “Exchange Agent”), instructions for the surrender of such certificate to the Exchange Agent. Such instructions will include a form of a Transmittal Letter to be completed and returned to the Exchange Agent. As soon as practicable after the surrender to the Exchange Agent of any certificate that prior to the effective date of the reverse share split represented ordinary shares, together with a duly executed Transmittal Letter and any other documents the Exchange Agent may specify, the Exchange Agent shall deliver to the person in whose name such certificate had been issued certificates registered in the name of such person representing the whole number of ordinary shares into which the ordinary shares previously represented by the surrendered certificate shall have been reclassified.

Until surrendered as contemplated herein, each certificate that immediately prior to the reverse share split represented any ordinary shares shall be deemed at and after the reverse share split to represent the whole number of ordinary shares contemplated by the preceding sentence. Each certificate representing ordinary shares issued in connection with the reverse share split will continue to bear any legends restricting the transfer of such shares that were borne by the surrendered certificates representing the ordinary shares.

No service charges, brokerage commissions or transfer taxes shall be payable by any holder of any certificate that prior to approval of the reverse share split represented any ordinary shares, except that if any certificates for ordinary shares are to be issued in a name other than that in which the certificates for ordinary shares surrendered are registered, it shall be a condition of such issuance that (i) the person requesting such issuance shall pay to the Company any transfer taxes payable by reason thereof (or prior to transfer of such certificate, if any) or establish to the satisfaction of the Company that such taxes have been paid or are not payable, (ii) such transfer shall comply with all applicable federal and state securities laws, and (iii) such surrendered certificate shall be properly endorsed and otherwise be in proper form for transfer.

Upon the implementation of the reverse share split, the Company intends to treat shares held by shareholders through a bank, broker, custodian, or other nominee in the same manner as registered shareholders whose shares are registered in their names. Banks, brokers, custodians, or other nominees will be instructed to effect the reverse share split for their beneficial holders holding the Company’s ordinary shares in street name. However, these banks, brokers, custodians, or other nominees may have different procedures than registered shareholders for processing the reverse share split. Shareholders who hold the Company’s ordinary shares with a bank, broker, custodian, or other nominee and who have any questions in this regard are encouraged to contact their banks, brokers, custodians or other nominees.

The Board of Directors will present the following resolution at the Meeting:

RESOLVED, to extend the authority granted by the Company’s shareholders in their meeting of May 11, 2020 to the Company’s Board of Directors to effect a reverse split of the Company’s ordinary shares from May 11, 2021 to July 26, 2022, to expand the range of such share split to between 1-to-2 and 1-to-500, and to expand such authority to include a reverse split of the Company’s entire share capital.

Board of Directors’ Recommendation

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE EXTENSION OF THE AUTHORITY FOR THE COMPANY’S BOARD OF DIRECTORS TO EFFECT THE REVERSE SPLIT AS DESCRIBED ABOVE.

PROPOSAL SIX– 2021 EQUITY INCENTIVE PLAN

ADOPTION OF THE 2021 EQUITY INCENTIVE PLAN

We are asking our shareholders to approve our 2021 Equity Incentive Plan (the “Equity Incentive Plan” or the “Plan”) so that we can use it to achieve the Company’s goals and also receive favorable tax treatment for the employees, consultants, directors, and other service providers that receive options granted thereunder. Our Board of Directors has approved the Equity Incentive Plan, subject to approval from our shareholders at the annual meeting.

We believe strongly that the approval of the Equity Incentive Plan is essential to our continued success. Our employees are our most valuable asset. Stock options such as those provided under the Equity Incentive Plan are vital to our ability to attract and retain outstanding and highly skilled individuals in the extremely competitive labor markets in which we must compete. Such stock option awards also are crucial to our ability to motivate employees to achieve the Company’s goals.

Summary of the Equity Incentive Plan

The following paragraphs provide a summary of the principal features of the Equity Incentive Plan and its operation. The following summary is qualified in its entirety by reference to the Plan as set forth in Annex C.

Background and Purpose of the Plan

The Plan is intended to attract, motivate, and retain employees, consultants, directors, and other service providers who provide significant services to us.

Administration of the Plan

Our Board of Directors or a committee appointed by our Board of Directors (the “Committee”) administers the Plan. Subject to the terms of the Plan, the Committee will have the power to recommend to our Board of Directors, and our Board of Directors will have the power and authority to select the employees and consultants who will receive stock option awards and determine the terms and conditions of stock option awards (for example, the exercise price and vesting schedule). The Committee will have full power and authority to interpret the provisions of the Plan and outstanding options granted thereunder.

If a stock option expires or is cancelled without having been fully exercised or vested, the shares covered by such option will be returned to the available pool of the Company’s ordinary shares (the “Shares”) reserved for issuance under the 2021 Plan. Also, if we experience a share dividend, recapitalization or other change in our capital structure, the number, class, and kind of shares available for issuance under the Plan, and the outstanding stock option awards, may be adjusted as appropriate to reflect the share dividend or other change.

Eligibility to Receive Awards

Our Board of Directors, upon the recommendation of the Committee, selects the employees and consultants who will be granted discretionary stock option awards under the Plan. The actual number of individuals who will receive a stock option award under the Plan cannot be determined in advance because our Board of Directors has the discretion to select the participants.

Our Board of Directors may, in its discretion, elect to grant stock options awards under the Plan in order to fulfill some or all of the equity compensation to be received by the Company’s Directors and/or Officers, as described in the Compensation Schedule (pending approval of the Compensation Schedule at this Meeting) or otherwise.

Stock Options

A stock option is the right to acquire Shares at a fixed exercise price for a fixed period of time. Under the Plan, our Board of Directors may grant options that qualify for favorable tax treatment under Israeli or United States tax law. Our Board of Directors will determine the number of Shares covered by each option.

The exercise price of the Shares subject to each option is set by the Board of Directors in its discretion in accordance with applicable law.

An option granted under the Plan cannot generally be exercised until it becomes vested. Our Board of Directors establishes the vesting schedule of each option at the time of grant. Options become exercisable at the times and on the terms established by our Board of Directors. Options granted under the Plan expire at the times established by our Board of Directors.

The exercise price of each option granted under the Plan must be paid in full at the time of exercise. The Plan also contains provisions for the cashless exercise of options. The participant must pay any taxes the Company is required to withhold at the time of exercise.

Change of Control

In the event of a merger, acquisition, or reorganization by or with one or more entities, in which the Company is not the surviving entity, or a sale of all or substantially all of the assets of the Company, the successor corporation will either assume or provide a substitute stock option award for each outstanding stock option. In the event the successor corporation refuses to assume or provide a substitute stock option award, the Committee will provide at least 15 days’ notice that the option will immediately vest and become exercisable as to all of the Shares subject to such award and that such award will terminate upon the expiration of such notice period.

Stock Option Awards to Be Granted to Certain Individuals and Groups

The number of stock option awards that an employee or consultant may receive under the Plan is in the discretion of the Committee and therefore cannot be determined in advance.

Limited Transferability of Stock Options

Stock options granted under the Plan generally may not be sold, transferred, pledged, assigned, or otherwise alienated or hypothecated, other than by will or by the applicable laws of descent and distribution.

Amendment and Termination of the Plan

The Board generally may amend or terminate the Plan at any time and for any reason.

Summary

We believe strongly that the approval of the Plan is essential to our continued success. Awards such as those provided under the Plan constitute an important incentive for key employees and other service providers of the Company and help us to attract, retain and motivate people whose skills and performance are critical to our success. Our employees are our most valuable asset. We strongly believe that the Plan is essential for us to compete for talent in the very difficult labor markets in which we operate.

The Board of Directors will present the following resolution at the Meeting:

RESOLVED, to extend adopt the Company’s 2021 Equity Incentive Plan substantially in the form attached as Annex C.

Board of Directors’ Recommendation

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE ADOPTION OF THE COMPANY’S 2021 EQUITY INCENTIVE PLAN.

PROPOSAL SEVEN – RATIFICATION OF THE APPOINTMENT OF YAREL AND COMPANY AS

INDEPENDENT REGISTERED PUBLIC ACCOUNTANTS

RATIFICATION OF THE SELECTION OF YAREL AND COMPANY, CERTIFIED PUBLIC

ACCOUNTANTS (ISR.), AS INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM OF THE

COMPANY FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.

On June 23, 2021, our Audit Committee dismissed Fahn Kanne & Co., a member of Grant Thornton International, or our Former Auditor, as our independent registered public accounting firm, effective after their completion of the review of the Company’s consolidated financial statements for the three months ending March 31, 2021. In addition, on June 23, 2021, our Audit Committee appointed Yarel and Company, Certified Public Accountants (Isr.), as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021, or the Independent Auditors, whose appointment will take place upon the dismissal of our Former Auditors.

The audit fees for the years ended December 31, 2020 and 2019 were for professional services rendered for the integrated audit of Todos’ annual consolidated financial statements and its internal control over financial reporting as of December 31, 2020 and 2019, review of consolidated quarterly financial statements, statutory audits of Todos and its subsidiaries, issuance of comfort letters, consents and assistance with review of documents filed with the SEC, as well as the audit of carve out financial statements prepared in connection with certain divestment activities.

The Audit-related fees for the years ended December 31, 2020, and 2019 were paid for the following services: due diligence related to mergers and acquisitions, accounting consultations and employee benefit plan audits, internal control reviews, attest services that are not required by statute or regulation and consultations concerning financial accounting and reporting standards.

Tax fees for the years ended December 31, 2020, and 2019 were paid for the following services: services related to tax compliance, including the preparation of tax returns and claims for refund, tax planning and tax advice, including assistance with tax audits and appeals, advice related to mergers and acquisitions, tax services for employee benefit plans and assistance with respect to requests for rulings from tax authorities.

All other fees for the years ended December 31, 2020, and 2019 were paid mainly for an internal control review associated with the design and implementation plans of an ERP system, as well as for license fees for the use of accounting research tools and training regarding general financial reporting developments.

Required Vote

The affirmative vote of the holders of a majority of the ordinary shares having voting power present in person or represented by proxy shall be sufficient for the ratification of the selection of Yarel and Company, Certified Public Accountants (Isr.), as independent registered public accounting firm of the Company for the fiscal year ending December 31, 2021. We do not expect to have a representative of the Independent Auditors attend the Meeting.

The Board of Directors will present the following resolution at the Meeting:

RESOLVED, to ratify the appointment of Yarel and Company, as the Company’s Independent Registered Public Accounting Firm for the Fiscal Year ending December 31, 2021.

Board of Directors’ Recommendation

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE “FOR” THE RATIFICATION OF THE APPOINTMENT OF YAREL AND COMPANY AS THE COMPANY’S INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM FOR THE FISCAL YEAR ENDING DECEMBER 31, 2021.

REPORT OF THE AUDIT COMMITTEE

The Audit Committee, which currently consists of Mr. Moshe Schlisser, who serves as the chairperson, Ms. Lauren Chung and Mr. Moshe Abramovitz, evaluates audit performance, manages relations with our independent registered public accounting firm and evaluates policies and procedures relating to internal accounting functions and controls. This report relates to the activities undertaken by the Audit Committee in fulfilling its responsibilities.

The Audit Committee members are not professional accountants or auditors, and their functions are not intended to duplicate or to certify the activities of management and the independent registered public accounting firm. The Audit Committee oversees the Company’s financial reporting process on behalf of the Board of Directors. Management has the primary responsibility for the financial statements and reporting process, including the Company’s systems of internal controls over financial reporting. In fulfilling its oversight responsibilities, the Audit Committee reviewed and discussed with management the audited financial statements of the Company for the year ended December 31, 2020. This review included a discussion of the quality and the acceptability of the Company’s financial reporting and controls, including the clarity of disclosures in the financial statements.

The Audit Committee also reviewed with the Company’s independent registered public accounting firm, who is responsible for expressing an opinion on the conformity of the Company’s audited financial statements with generally accepted accounting principles, its judgments as to the quality and the acceptability of the Company’s financial reporting and such other matters required to be discussed with the audit committee under generally accepted auditing standards in the United States including the matters required to be discussed by Auditing Standards No. 16, “Communications with Audit Committees” issued by the Public Company Accounting Oversight Board.

The Audit Committee has received the written disclosures and the letter from the Company’s independent registered public accounting firm required by applicable requirements of the Public Company Accounting Oversight Board regarding the independent registered public accounting firm’s communications with the Audit Committee concerning independence, and has discussed with the independent registered public accounting firm its independence.

The Audit Committee further discussed with the Company’s independent registered public accounting firm the overall scope and plans for its audits. The Audit Committee meets periodically with the independent registered public accounting firm, with and without management present, to discuss the results of the independent registered public accounting firm’s examinations and evaluations of the Company’s internal controls, and the overall quality of the Company’s financial reporting.

The Sarbanes-Oxley Act of 2002 and the auditor independence rules of the SEC require all issuers to obtain pre-approval from their respective audit committees in order for their independent registered public accounting firms to provide professional services without impairing independence. As such, the Audit Committee has established procedures by which it pre-approves all audit and other permitted professional services to be provided by the Company’s independent registered public accounting firm. From time to time, the Company may desire additional permitted professional services for which specific pre-approval is obtained from the Audit Committee before provision of such services commences. The Audit Committee has considered and determined that the provision of the services other than audit services referenced above is compatible with maintenance of the auditors’ independence.

The foregoing report is provided by the undersigned members of the Audit Committee.

Moshe Schlisser, Chairperson

Lauren Chung

Moshe Abramovitz

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership

The following table describes, as of March 31, 2021, the beneficial ownership of Todos ordinary shares by:

The address of each shareholder is c/o Todos Medical Limited, 121 Derech Menachem Begin, 30th Floor, Tel Aviv, 6701203 Israel.

OTHER BUSINESS

Our board of directors is not aware of any other business to be transacted at the meeting. However, if any other matters are properly presented to the meeting, the persons named as proxies in the enclosed form of proxy will vote upon such matters in accordance with their best judgment, including any matters or motions dealing with the conduct or adjournment of the meeting.

The prompt return of your proxy will be appreciated and helpful in obtaining the necessary quorum and vote. Therefore, whether or not you expect to attend the meeting, please complete and sign the form of proxy provided herewith and return it in the enclosed envelope, so that it is received at our offices at least one business day before the meeting.

By Order of the Board of Directors

/s/ Herman Weiss, MD Dr. Herman Weiss Chairman and Director

June 30, 2021

Annex A: Proposed Amendments to Articles of Association

The Companies Law, 5759-1999

Todos Medical, Ltd., Company No. 514437128 (the “Company”)

Amendments to the Company’s Articles of Association (the “Articles”) adopted at the

Company’s Extraordinary General Meeting of July 26, 2021

34(c) Notwithstanding anything else to the contrary, the Board may, to the maximum extent allowed by the Companies Law, decide that its compliance with applicable foreign law regarding the appointment and terms of service of independent directors and the constitution of audit, compensation, and/or other corporate governance committees, shall come in lieu of compliance with provisions of the Companies Law related to such matters, including without limitation Sections 115, 116A, 118A, 219(a), 239(a), 243 and 249 of the Companies Law, all of the above being subject the terms of such dispensations as allowed by the Companies Law and the Regulations promulgated thereto. Upon such decision, the Board may recharacterize the service of the External Directors as independent directors, subject to applicable foreign law.

Annex B: Compensation Schedule

Each Key Individual will be entitled to a short-term cash incentive. The Board will create a pool equivalent to 5% of gross margin for 2021, to be allocated as a short-term cash incentive as follows:

CEO: 1.5%.

CFO: 0.5%.

Other Key Individuals, at Board’s discretion: up to the remaining 3%.

Milestone bonuses based on cumulative sales, from July 1, 2020:

Milestone based on market cap

Milestone bonuses based on cumulative sales, from July 1, 2020:

Each Board member will be entitled to reimbursement of out-of-pocket expenses reasonably incurred in the course of their official duties, provided that, with regards to in-person attendance at Board or Committee meetings:

Subsequent to a Regulation 5D Election, the Board may, in its discretion and in accordance with any procedure and/or advice which the Board deems necessary or advisable: (a) continue to compensate an Independent Director who previously served as an External Director as per the compensation package previously relevant to that person as External Director, including the continuity of vesting and/or beneficial holding of shares and/or stock options, provided that such individual’s de facto service on the Board and its Committees remains seamless and continuous, and provided further that such person’s fiduciary duty shall be deemed seamless and continuous thereby; and (b) pay a one-time bonus to the following Directors:

The Board shall be authorized to approve waiver, indemnification and insurance provisions for each of the Company’s Directors and officers, and to procure directors’ and officers’ insurance for each such Director and officer, at the Company’s expense, up to the greatest extent allowed by applicable law.

“2021 Equity Incentive Plan” means the Company’s stock option incentive plan for key employees, officers and directors, as may be established or amended by the Board in its discretion;

“Audit Committee” means the Company’s Audit Committee as validly constituted under the Companies Law or, subsequent to a Regulation 5D Election, as may be validly constituted by the Board in accordance with the Qualified Exchange Regulations;

“common stock” means the Company’s Ordinary Shares, as set forth in its Articles of Association;

the “Companies Law” means the Israeli Companies Law, 1999, including all relevant Companies Law Regulations;

“Companies Law Regulations” means any and/or all regulations promulgated pursuant to the Companies Law;

the “Company” means Todos Medical Ltd., a company incorporated in the State of Israel;

“Compensation Committee” means the Company’s Compensation Committee as validly constituted under the Companies Law or, subsequent to a Regulation 5D Election, as may be validly constituted by the Board in accordance with the Qualified Exchange Regulations;

this “Compensation Schedule” means the terms of this Annex, upon its due approval by the Shareholders’ Meeting, with the required majority contemplated in the Proxy Statement;

“Director” means any member of the Company’s Board of Directors;

“Expert Director” means an External Director who is an Expert External Director, as that term is defined in the Companies Law Regulations pertaining to External Director compensation;

“External Director” means a Director serving as an external director under the relevant provisions of the Companies Law;

“Independent Director” means a Director serving as an independent director in accordance with the Qualified Exchange Regulations, who has been duly appointed as such under the Qualified Exchange Regulations, subsequent to the Company’s Regulation 5D Election;

“Key Individual” means the CEO, the CFO, and any other officer or employee of the Company identified by the Company’s management as a key individual for the initial ramp up;

“Lead Independent Director” means the person so designated in Section 1(a) of this Compensation Schedule, upon such person’s due appointment as an Independent Director;

the “Proxy Statement” means the proxy statement to which this Annex is attached;

“market cap” means the Company’s market capitalization, as per a metric to be determined by the Board, after receiving the approval and recommendation of the Compensation Committee.

“Qualified Exchange” means a non-Israeli exchange qualified for certain leniencies under the Companies Law Regulations, and “Qualified Exchange Regulations” means the applicable laws, regulations, rules referenced thereby, all of the above as further defined in the Proxy Statement;

“Regulation 5D Election” means the Company’s election, upon or subsequent to Uplisting and pursuant to the Companies Law Regulations, to comply with the Qualified Exchange Regulations in lieu of Companies Law provisions regarding External Directors and the composition of the Audit and Compensation Committees;

“RSU” or “restricted shares” means shares or stock options, under the terms of the Company’s 2021 Equity Incentive Plan, vesting over a 3-year period (34%/34%/32% vesting schedule), or other vesting schedule if so specified, to be granted at dates and/or intervals which shall be determined in advance by the Board in its discretion, after receiving the approval and recommendation of the Compensation Committee;

“salary” means an annual salary, to be paid in quarterly installments;

“shares” or “stock” means shares of the Company’s common stock before the reverse split contemplated in the Proxy Statement (the “Reverse Split”), and/or shares of the Company’s common stock after the Reverse Split, after adjusting for the Reverse Split;

a $-based amount of shares or RSUs or shares means a quantity of shares or RSUs derived from such $ amount, based on such parameters and/or mechanism(s) that the Board may set forth in its discretion, in advance of the issue of such shares or RSUs, after receiving the approval and recommendation of the Compensation Committee;

“stock options” means options to purchase stock at par value;

“Shareholders” means holders of shares entitled to vote as such at a Shareholders’ Meeting;

“up to” implies a maximum amount, under which the Board may, in its uncontrolled discretion, approve none, some, or all of the amount described subsequent; and

“Uplisting” means the listing of the Company’s common stock for trade on a Qualified Exchange.

Annex C – Todos Medical Ltd. 2021 Equity Incentive Plan

TODOS MEDICAL LTD.

2021 EQUITY INCENTIVE PLAN

The purpose of this Equity Incentive Plan is to secure for Todos Medical Ltd. and its shareholders the benefits arising from ownership of share capital by employees, officers, directors, service providers and consultants of the Company and its Affiliates (as defined below), who are expected to contribute to the Company’s future growth and success, by providing them with opportunities to acquire a proprietary interest in the Company by the issuance of Shares or restricted Shares (“Restricted Shares”) of the Company, by the grant of options to purchase Shares and Restricted Share Units (“RSUs”) .

Awards Granted under the Plan to service providers in various jurisdictions may be subject to specific terms and conditions for such Grants as may be set forth in one or more separate appendices to the Plan, as may be approved by the Board from time to time.

Exhibit 99.2

Exhibit 99.3