Filing Details

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13D

 

Under the Securities Exchange Act of 1934

 

(Amendment No. 1) *

 

Todos Medical Ltd.

(Name of Issuer)

 

Ordinary Shares, par value NIS 0.01 per share

(Title of Class of Securities)

 

M8790Y108

(CUSIP Number)

 

Strategic Investment Holdings, LLC

875 Carretera 693, Suite 201

Dorado, PR 00646

Tel: (787) 626-6500

 

(Name/Address/Telephone Number of Person Authorized to Receive Notices and Communications)

 

March 13, 2023

(Date of Event which Requires Filing of this Statement)

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [X].

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent.

 

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

 

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

SCHEDULE 13D

 

CUSIP No. M8790Y108

Page 2 of 5

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)   Strategic Investment Holdings, LLC (ID 82-1548155)
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) [   ]   (b) [   ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Nevada, USA

Number of shares beneficially owned by each reporting person with	7	SOLE VOTING POWER   78,600,000
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   78,600,000
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   78,600,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.14%
14	TYPE OF REPORTING PERSON   CO

 

 

CUSIP No. M8790Y108

Page 2 of 5

 

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY)   Robb Rill
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)   (a) [   ]   (b) [   ]
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS) OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [   ]
6	CITIZENSHIP OR PLACE OF ORGANIZATION   Nevada, USA

Number of shares beneficially owned by each reporting person with	7	SOLE VOTING POWER   78,600,000
	8	SHARED VOTING POWER   0
	9	SOLE DISPOSITIVE POWER   78,600,000
	10	SHARED DISPOSITIVE POWER   0

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON   78,600,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [   ]
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)   4.14%
14	TYPE OF REPORTING PERSON   IN

 

 

Explanatory Note

 

This Amendment No. 1 amends and supplements the Schedule 13D filed with the Securities and Exchange Commission (the “SEC”) on February 17, 2023. Except as otherwise specified in this Amendment No. 1, all items left blank remain unchanged in all material respects. Capitalized terms used herein but not defined have the respective meanings ascribed to them in the Schedule 13D.

 

Item 1. Security and Issuer

 

This Schedule 13D relates to the common shares of Todos Medical Ltd. (the “Company”). The address of the principal executive office of the Company is 121 Derech Menachem Begin, 30th Floor, Tel Aviv, 6701203 Israel.

 

Item 2. Identity and Background

 

	(a)	This Schedule 13D is filed by Strategic Investment Holdings, LLC, a Nevada limited liability company, (“SIH”) and Robb Rill, the manager of SIH, (the “Manager”), (SIH and the Manager are collectively referred to as the “Reporting Persons”).
	(b)	The Reporting Persons’ principal business and principal office address is 875 Carretera 693, suite 201, Dorado, PR 00646.
	(c)	SIH is a private investor whose principal occupation is making private investments. The Manager is the manager of SIH.
	(d)	During the last five years, the Reporting Persons have not been convicted in a criminal proceeding.
	(e)	During the last five years, the Reporting Persons have not been a party to a civil proceeding of any judicial or administrative body of competent jurisdiction as a result of which neither it nor either of them was or is subject to a judgment, decree or final order enjoining future violations at, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.
	(f)	SIH is domiciled in the state of Nevada.

 

Item 3. Source and Amount of Funds or Other Consideration

 

The sale of 72,804,000 shares of the Company reported hereunder were issued to SIH as payment for $1,097,000 of a $3,500,000 Convertible Note issued by the Company as partial payment for the Company’s purchase of Provista Diagnostics, Inc from SIH.

 

Item 4. Purpose of Transaction

 

The Reporting Persons acquired the 72,804,000 shares of the Company reported as sold hereunder as payment for the Company’s purchase of Provista Diagnostics, Inc.

 

Item 5. Interest in Securities of the Issuer

 

Item 5 of this 13D is amended and supplemented as follows:

 

	(a)	The Reporting Persons beneficially own 78,600,000 common shares of the Company. In determining the percentage ownership of the outstanding common shares, the Reporting Persons are relying on the most recently available information obtained from the Company’s transfer agent and published by the OTC Markets which indicates 1,899,770,981 common shares are outstanding as of March 10, 2023. Based on the foregoing, The Reporting Person’s ownership represents approximately 4.14% of the outstanding common shares. The Manager is deemed to be the beneficial owner of all shares owned by SIH.
	(b)	Subject to the above discussion, SIH has sole power to vote and dispose of 78,600,000 common shares; and the Manager has complete power to vote and dispose of the 78,600,000 common shares held by SIH.

 

 

(c)

The Reporting Persons have effected the following transactions in securities not previously reported. All sales were effected by such Reporting Person in public market transactions.

 

Name of Security		Purchase or Sale		Date			Number of Shares				Price per Share
Common Stock		Sale		3/01/2023				1,000,000			$	.002
Common Stock		Sale		3/02/2023				4,800,000			$	.001906
Common Stock		Sale		3/03/2023				1,200,000			$	.0019
Common Stock		Sale		3/06/2023				1,200,000			$	.0017
Common Stock		Sale		3/07/2023				500,000			$	.00168
Common Stock		Sale		3/08/2023				2,700,000			$	.001511
Common Stock		Sale		3/10/2023				36,004,000			$	.00108	(1)
Common Stock		Sale		3/13/2023				25,400,000			$	.000835	(2)

 

	(1)	Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $.001 to $.0014, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.
	(2)	Reflects the weighted average sales price. These shares were sold in multiple transactions at prices ranging from $.0007 to $.001, inclusive. The reporting person undertakes to provide the staff of the SEC, upon request, full information regarding the number of shares sold at each separate price within such range.

 

	(d)	No person other than the Reporting Persons has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the 78,600,000 common shares beneficially held by the Reporting Persons.
	(e)	N/A.

 

 

Signature

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

March 15, 2023	/s/ Robb Rill
Date	Signature
	Robb Rill, Managing Director
	Strategic Investment Holdings, LLC
	Name/Title
March 15, 2023	/s/ Robb Rill
Date	Name/Title