UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2018

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE EXCHANGE ACT

For the transition period from _________ to ________

Commission File No. 000-54394

ONLINE DISRUPTIVE TECHNOLOGIES, INC.
(Exact name of registrant as specified in its charter)

Nevada	27-1404923
(State or other jurisdiction	(I.R.S. Employer
of incorporation or	Identification No.)
of incorporation or organization)	Identification No.)
organization)

3120 S. Durango Drive, Suite 305, Las Vegas, Nevada 89117
(Address of principal executive offices) (zip code)

702-579-7900
(Registrant’s telephone number, including area code)

N/A
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes [X] No [ ]

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

Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]	(Do not check if a smaller reporting company)	Smaller reporting company [X]
		Emerging growth company [ ]

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes [ ] No [X]

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS ~~PROCEEDINGSDURING~~DURING THE PRECEDING FIVE YEARS

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Securities and Exchange Act of 1933 subsequent to the distribution of securities under a plan confirmed by a court.

Yes [ ] No [ ]

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer’s classes of common equity as of the latest practicable date: As of ~~August 31,~~November 14, 2018, there were ~~120~~122,~~578~~878,912 shares of common stock, par value $0.001, outstanding.

TABLE OF CONTENTS

PART I - FINANCIAL INFORMATION 1 ITEM 1. FINANCIAL STATEMENTS 1 ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 3 ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 1615 ITEM 4. CONTROLS AND PROCEDURES. 1615 PART II - OTHER INFORMATION 16 ITEM 1. LEGAL PROCEEDINGS 16 ITEM 1A. RISK FACTORS 16 ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS 2423 ITEM 3. DEFAULTS UPON SENIOR SECURITIES 2524 ITEM 4. MINE SAFETY DISCLOSURES 2524 ITEM 5. OTHER INFORMATION 2524 ITEM 6. EXHIBITS 2624 SIGNATURES 2826

PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

CONDENSED INTERIM CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~QUARTER~~THREE AND SIX MONTHS ENDED ~~MARCH~~JUNE 3130, 2018

(U.S. DOLLARS)

(Unaudited)

Online Disruptive Technologies, Inc. Condensed Interim Consolidated Balance Sheets ~~(U.S.~~ ~~Dollars)~~June 30, 2018 (Unaudited)

	March 31, 2018		December 31, 2017
	June 30, 2018		December 31, 2017
	$		$
ASSETS
Current Assets
Cash and Cash Equivalents	~~335~~174,~~127~~012		232,247
Prepaid Expenses	5,~~743~~607		7,247
VAT Receivable	8,~~349~~234		16,160
Total Current Assets	~~349~~187,~~219~~853		255,654
Restricted Cash (Note 10 (3))	22,963		23,091
Restricted Cash (Note 10)	21,915		23,091
Fixed Assets (Note 3)	3534,~~171~~169		47,135
Total Assets	~~407~~243,~~353~~937		325,880
LIABILITIES
Current Liabilities
Accounts Payable	~~767~~814,~~641~~236		705,693
Accrued Liabilities	~~177~~205,~~100~~770		154,796
Total Current Liabilities	~~944~~1,~~741~~020,006		860,489
Convertible Debentures (Note 6)	1,196,699		1,071,172
Convertible Debentures (Note 5 & 6)	1,219,453		1,071,172
Convertible Loan (Note 7)	384,978		-
Convertible Loans (Note 7)	445,822		-
Total Liabilities	2,~~526~~685,~~418~~281		1,931,661
DEFICIT
(DEFICIT)/EQUITY
Authorized: 20,000,000 Preferred Shares, par value $0.001 500,000,000 Common Shares, par value $0.001 Issued and outstanding: Nil Preferred Shares 119,163,408 Common Shares (December 31, 2017: 119,163,408 Common Shares)	119,164		119,164
Authorized: 20,000,000 Preferred Shares, par value $0.001 500,000,000 Common Shares, par value $0.001Issued and outstanding: Nil Preferred Shares 119,762,247 Common Shares (December 31, 2017: 119,163,408 Common Shares)	119,762		119,164
Additional Paid-in Capital	10,533,688		10,451,520
Shares Subscription Received	98,333		-
Accumulated Other Comprehensive Loss	(74,233	)	(74,233	)
Additional Paid-in Capital	11,447,669		10,451,520
Deficit	(12,603,465	)	(12,046,656	)
Accumulated Other Comprehensive Loss	(17,706	)	(74,233	)
Deficit Attributable to Shareholders of the Company	(2,024,846	)	(1,550,205	)
Deficit	(13,831,980	)	(12,046,656	)
Non-Controlling Interests	(94,219	)	(55,576	)
(Deficit)/Equity Attributable to Shareholders of the Company	(2,183,922	)	(1,550,205	)
Total Deficit	(2,119,065	)	(1,605,781	)
Non-Controlling Interests	(257,422	)	(55,576	)
Total Liabilities and Deficit	407,353		325,880
Total (Deficit)/Equity	(2,441,344	)	(1,605,781	)
Total Liabilities and (Deficit)/Equity	243,937		325,880

The accompanying notes are an integral part of these Condensed ~~consolidated~~Interim ~~financial~~Consolidated ~~statements.~~Financial Statements

Online Disruptive Technologies, Inc.

Consolidated Statements of Operations and Comprehensive Loss

(U.S. Dollars)

(Unaudited)

	Three months ended		Three months ended
	Three months		Three months		Six months		Six months
	March 31, 2018		March 31, 2017
	ended June 30,		ended June		ended June		ended June
General and Administrative Expenses	$		$
	2018		30, 2017		30, 2018		30, 2017
Accounting Fees	7,500		7,500
	$		$		$		$
Audit & Tax Fees	14,564		33,982
General and Administrative Expenses
Bank Fees	136		263
Accounting Fees	7,500		7,500		15,000		15,000
Consulting Fees	112,152		91,652
Audit & Tax Fees	57,882		9,997		72,446		43,979
Filing and Transfer Agent Fees	90		2,273
Bank Fees	229		112		365		375
Insurance Expense	13,217		9,167
Consulting Fees	91,651		95,011		203,803		186,663
Legal Fees	3,665		11,132
Filing and Transfer Agent Fees	3,776		3,203		3,866		5,476
Office and Miscellaneous Expense	2,970		8,350
Legal Fees	6,379		7,679		10,044		18,811
Payroll Expense	9,382		8,702
Travel Expenses	3,668		2,868		7,335		4,998
Rent Expense	984		1,217
Office and Miscellaneous Expense	-		13,631		2,970		21,981
Research and Development Expense (Note 2k, 4)	266,822		243,981
Research and Development Expense (Note 2(k), Note 4)	1,137,940		365,899		1,404,762		609,880
Travel Expenses	3,667		2,130
Marketing Expense	-		2,731		-		2,731
	435,149		420,349
Payroll Expense	9,078		9,031		18,460		17,733
Other Expense
Rent Expense	960		954		1,944		2,171
Fair Value Through Profit and Loss on Loan	34,978		-
Insurance Expense	1,297		13,575		14,514		22,742
Interest Accretion	122,745		64,098
	1,320,360		532,191		1,755,509		952,540
Interest Expense	56		55
Other Expense
Foreign Currency Loss	2,524		1,269
Fair Value through Profit and Loss on Loan	(17,924	)	-		17,278		-
Net Loss and Comprehensive Loss for the period	(595,452	)	(485,771	)
Interest Accretion	25,817		76,084		148,562		140,182
Net Loss Attributable to:
Interest Expense	46		69		102		124
Common Stockholders	(556,809	)	(447,794	)
Foreign Currency Loss (Gain)	63,419		(23,170	)	65,719		(36,449	)
Non-Controlling Interests	(38,643	)	(37,977	)
Net Loss for the period	(1,391,718	)	(585,174	)	(1,987,170	)	(1,056,397	)
	(595,452	)	(485,771	)
Other Comprehensive Income
Net Comprehensive Loss Attributable to:
Currency Translation Adjustments	56,525		(4,398	)	56,525		(18,946	)
Common Stockholders	(556,809	)	(447,794	)
Comprehensive Loss for the period	(1,335,193	)	(589,572	)	(1,930,645	)	(1,075,343	)
Non-Controlling Interests	(38,643	)	(37,977	)
Net Loss attributable to:
	(595,452	)	(485,771	)
Common Stockholders	(1,228,515	)	(521,217	)	(1,785,324	)	(969,011	)
Basic and Diluted Net Loss per Common Share	(0.00	)	(0.00	)
Non-Controlling Interests	(163,203	)	(49,409	)	(201,846	)	(87,386	)
Weighted Average Number of Common Shares Outstanding – Basic and Diluted	118,009,579		114,180,828
	(1,391,718	)	(585,174	)	(1,987,170	)	(1,056,397	)
Net Comprehensive Loss Attributable to:
Common Stockholders	(1,177,733	)	(537,688	)	(1,734,542	)	(986,390	)
Non-Controlling Interests	(157,460	)	(51,884	)	(196,103	)	(88,953	)
	(1,335,193	)	(589,572	)	(1,930,645	)	(1,075,343	)
Basic and Diluted Net Loss per Common Share	(0.01	)	(0.00	)	(0.02	)	(0.01	)
Weighted Average Number of Common Shares Outstanding – Basic and Diluted	119,615,259		116,601,707		119,388,085		115,397,955

The accompanying notes are an integral part of ~~these~~the Condensed ~~consolidated~~Interim ~~financial~~Consolidated ~~statements.~~Financial Statements

Online Disruptive Technologies, Inc. Condensed Interim Consolidated Statements of Cash Flows (U.S. Dollars) (Unaudited)

	Three months		Three months
	Six months ended		Six months ended
	ended March		ended March
	June 30, 2018		June 30, 2017
	31, 2018		31, 2017
	(Unaudited)		(Unaudited)
	$		$
Cash flow from Operating Activities
Net loss for the period	(~~595~~1,~~452~~987,170	)	(~~485~~1,~~771~~056,397	)
Adjustment for items not involving cash:
Stock-based compensation	74953,~~023~~148		4189,~~645~~392
Foreign exchange gain/loss	265,~~524~~719		1(36,~~269~~449	)
Fair value through profit and loss on loan	34,978		-
Fair value through profit/loss on loan	17,278		-
Depreciation – fixed assets	11,803		3,354
Depreciation – fixed assets (Note 3)	11,169		6,918
Debt settlement for Consulting Services	-		-
Interest accretion	148,562		140,182
Interest accretion	122,745		64,098
Changes in non-cash working capital items:
Decrease(increase) in VAT receivable	7,788		(891	)
Decrease in VAT receivable	7,385		19,228
Decrease in prepaid expense	1,487		-
Increase in accounts payable and accrued liabilities	85173,~~760~~714		52216,~~453~~400
Net cash used in operating activities	(~~254~~608,~~344~~708	)	(~~323~~620,~~843~~726	)
Cash flow from financing activities
Common shares issued, net of issuance costs	-		180,000
Convertible loan	537,000		-
Share subscription received	8,145
Common shares, net of issuance costs	4,812		-
Convertible loan	350,000		-
Share subscription received	3,333		413,500
Net cash provided by financing activities	~~358~~545,145		~~180~~413,~~000~~500
Cash flow from investing activities
Cash utilized in purchase of assets	-(625	)	-
Cash restricted for office lease and bank	-		-
Net cash provided by (used in) investing activities	(625	)	-
Net cash used in investing activities	-		-
Effects of exchange rate changes on cash and cash equivalents	5,953		(3,097	)
Effects of exchange rate changes on cash and cash equivalents	(921	)	(52	)
Net decrease in cash and cash equivalents	(58,235	)	(210,323	)
Net decrease in cash and cash equivalents	102,880		(143,895	)
Cash and cash equivalents, beginning of period	232,247		452,376
Cash and cash equivalents, end of period	~~335~~174,~~127~~012		~~308~~242,~~481~~053
Supplementary Information
Interest Paid	-		-
Income Taxes Paid	-		-

The accompanying notes are an integral part of these Condensed ~~consolidated~~Interim ~~financial~~Consolidated ~~statements.~~Financial Statements

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements ~~March~~June 3130, 2018 (Unaudited)

Note 1 - Nature of Operations and Going Concern

Online Disruptive Technologies, Inc. (“ODT” or the “Company”) was incorporated on November 16, 2009 in the State of Nevada, U.S.A. The Company was in the business of operating websites with advertising revenue platforms. However, as described below, the Company changed its primary business focus to the development and commercialization of a biotechnology platform. The Company has limited operations that has had no revenues from inception to date. The Company has a December 31 year-end.

Effective March 24, 2010, the Company acquired 100% of the issued and outstanding shares of RelationshipScoreboard.com Entertainment Inc. (“RS” or “RelationshipScoreboard.com”), a company incorporated on November 16, 2009 in the state of Nevada, U.S.A. in exchange for 16,000,000 shares of the Company’s common stock. Upon the completion of the acquisition, the former sole shareholder of RS held 89% of the Company’s issued and outstanding common stock. As a result, the transaction was accounted for as a reverse takeover transaction (“RTO”) for accounting purpose, as RS was deemed to be the acquirer, and these consolidated financial statements are a continuation of the financial statements of RS. On January 28, 2013, RelationshipScoreboard.com was closed and dissolved. The Company sold the website assets for $10 to an arm’s length individual and wrote off all supplier payables in the amount of $430.

On April 23, 2012, the Company established an Israeli subsidiary named Savicell Diagnostic Ltd. (“Savicell”) with the intention of exploring business ventures in the biotechnology sector. On July 25, 2012, Savicell entered into a definitive licensing agreement with a division of the Tel Aviv University for the purpose of developing and commercializing a new technology relative to the early detection of various forms of disease. With the consummation of this transaction, the Company is now entirely focused on its biotechnology efforts.

These consolidated financial statements have been prepared with the ongoing assumption that the Company will be able to realize its assets and discharge its liabilities in the normal course of business. The Company has a working capital deficit balance of $~~595~~832,~~522~~153 as at ~~March~~June 3130, 2018 (working capital balance December 2017 – $604,835) and an accumulated deficit of $1213,~~603~~831,~~465~~980. Furthermore, additional future losses are anticipated which raise substantial doubt about the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the amounts and classification of assets and liabilities that might be necessary should the Company be unable to continue as a going concern.

The operations of the Company have primarily been funded by the sale of common shares and loans received. Continued operations of the Company are dependent on the Company’s ability to complete equity financings or to generate profitable operations in the future. Management’s plan in this regard is to secure additional funds through future equity financings. Such financings may not be available or may not be available on reasonable terms to the Company. Failure to obtain the ongoing support of its equity financings and creditors may make the going concern basis of accounting inappropriate, in which case the Company’s assets and liabilities would need to be recognized at their liquidation values. These consolidation financial statements do not include any adjustments relating to the recoverability and classification of recorded assets amounts and classification of liabilities that might arise from this uncertainty.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements ~~March~~June 3130, 2018 (Unaudited)

Note 2 - Significant Accounting Policies

a)	Basis of Presentation

These consolidated financial statements have been prepared for interim financial reporting in conformity with generally accepted accounting principles in the United States of America (“US GAAP”), and are expressed in United States dollars, unless otherwise noted. All adjustments considered necessary for a fair presentation of financial position as at ~~March~~June 3130, 2018, and results of operations and cash flows for the ~~three~~six ~~months~~month period ended ~~March~~June 3130, 2018 have been included. The results of operations for the ~~period~~six month period ended ~~March~~June 3130, 2018 are not necessarily indicative of the operating results for the full year. The interim financial statements should be read in conjunction with the audited Consolidated Financial Statements, including the notes thereto, included in our 2017 Annual Report on Form 10-K.

b)	Principles of Consolidation

These consolidated financial statements include the accounts of the Company and its 86.65% (December 31, 2017 - 86.65%) interest in Savicell. All significant intercompany accounts and transactions have been eliminated upon consolidation.

c)	Use of Estimates

The preparation of consolidated financial statements in conformity with US GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosures of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Significant areas requiring the use of management estimates include assumptions and estimates relating to share-based payments, valuation allowances for deferred tax assets, effective interest rate for convertible debentures, and determination of useful lives of fixed assets.

d)	Foreign Currency Translation

The Company’s functional currency is the U.S. dollar. Transactions in other currencies are recorded in U.S. dollars at the rates of exchange prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations.

The Company’s subsidiary’s functional currency is the New Israeli Shekel (“NIS”). All transactions are recorded in NIS. Not only monetary assets and liabilities denominated in NIS are translated into U.S. dollars at rates of exchange in effect at the balance sheet dates and expenses are translated at the average exchange rates. Gains and losses from such translations are included in stockholders’ equity, as a component of other comprehensive loss.

e)	Cash and Cash Equivalents

Cash and cash equivalents consist entirely of readily available cash balances. There were no cash equivalents as of ~~March~~June 3130, 2018 and December 31, 2017.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements ~~March~~ 31June 30, 2018 (Unaudited)

Note 2 - Significant Accounting Policies (Continued)

f)	Stock-based Compensation

The Company accounts for its stock-based compensation awards in accordance with ASC Topic 718, Compensation— - Stock Compensation (“ASC 718”). ASC 718 requires all stock-based payments to employees, including grants of employee stock options, to be recognized as expense in the statements of operations based on their grant date fair values. For stock options granted to employees and to members of the Board of Directors for their services on the Board of Directors, the Company estimates the grant date fair value of each option award using the Black-Scholes option-pricing model. The use of the Black-Scholes option-pricing model requires management to make assumptions with respect to the expected term of the option, the expected volatility of the common stock consistent with the expected life of the option, risk-free interest rates and expected dividend yields of the common stock.

Share-based payments issued to non-employees are recorded at their fair values at each reporting date, as the equity instruments vest and are recognized as expense over the related service period in accordance with the provisions of ASC 718 and ASC Topic 505, Equity. For equity instruments granted to non-employees, the Company recognizes stock-based compensation expense on a straight-line basis.

g)	Income Taxes

Income taxes are accounted for under the liability method of accounting for income taxes. Under the liability method, deferred tax liabilities and assets are recognized for the estimated future tax consequences attributable to differences between the amounts reported in the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets and liabilities are measured using enacted income tax rates expected to apply when the asset is realized or the liability is settled. The effect of a change in income tax rates on deferred tax liabilities and assets is recognized in income in the period in which the change occurs. Deferred tax assets are recognized to the extent that they are considered more likely than not to be realized.

Per FASB ASC 740 “Income taxes” under the liability method, it is the Company’s policy to provide for uncertain tax positions and the related interest and penalties based upon management’s assessment of whether a tax benefit is more likely than not to be sustained upon examination by tax authorities. At December 31, 2017, the Company believes it has appropriately accounted for any unrecognized tax benefits. To the extent the Company prevails in matters for which a liability for an unrecognized benefit is established or is required to pay amounts in excess of the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties associated with the Company’s tax positions are recorded as Interest Expense.

h)	Comprehensive Income (Loss)

The Company accounts for comprehensive income under the provisions of ASC Topic 220-10, Comprehensive Income - Overall, which establishes standards for reporting and display of comprehensive income, its components and accumulated balances. The Company is disclosing this information on its Statements of Operations and Comprehensive Loss.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements March 31, 2018 (Unaudited)

Note 2 - Significant Accounting Policies (Continued)

i)	Earnings (Loss) Per Share

Basic loss per share is computed on the basis of the weighted average number of common shares outstanding during each period.

Diluted loss per share is computed on the basis of the weighted average number of common shares and dilutive securities outstanding. Stock options are considered to be common stock equivalents and were not included in the net loss per share calculation for the ~~quarter~~six months ended ~~March~~June 3130, 2018 and ~~2017~~ 2017 because the inclusion of such underlying shares would have had an anti-dilutive effect.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

Note 2 - Significant Accounting Policies (Continued)

j)	Financial Instruments and Fair Value of Financial Instruments

Fair Value of Financial Instruments – the Company adopted SFAS ASC 820-10-50, “Fair Value Measurements”. This guidance defines fair value, establishes a three-level valuation hierarchy for disclosures of fair value measurement and enhances disclosure requirements for fair value measures. The three levels are defined as follows:

•· Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets. •· Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument. •· Level 3 inputs to valuation methodology are unobservable and significant to the fair measurement.

As at ~~March~~June 3130, 2018, the fair value of cash and cash equivalents was measured using Level 1 inputs, and the fair value of convertible debentures was measured using Level 2 inputs.

The Company’s financial instruments are cash and cash equivalents, restricted cash, accounts payable, accrued liabilities and convertible debentures. The recorded values of cash and cash equivalents, restricted cash, accounts payable and accrued liabilities approximate their fair values based on their short-term nature. The Company believes the recorded values of convertible debentures, net of the discount, approximate the fair value as the interest rate (stated or effective) approximates market rates for similar types of instruments.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements March 31, 2018 (Unaudited)

Note 2 - Significant Accounting Policies (Continued)

k)	Research and Development Expenses

In the ~~quarter~~six months ended ~~March~~June 3130, 2018, all research and development costs are charged to expense as incurred. The majority of these costs are in-house expenses related to consulting fees, materials, salaries of employees working on the R&D projects, rent and legal expenses related to patents. A breakdown of the R&D costs is as follows:

	Three months ended	Three months ended
	Six months	Six months	Three months	Three months
	March 31, 2018	March 31, 2017
	ended June 30,	ended June 30,	ended June 30,	ended June 30,
Research and Development Expenses	$	$
	2018	2017	2018	2017
Consulting fees	9,458	24,818
	$	$	$	$
Legal fees	717	6,709
Research and Development Expenses
Office and Miscellaneous Expense	5,204	3,801
Consulting fees	14,900	58,190	5,441	33,372
Payroll expense	154,098	124,835
Legal fees	8,306	22,330	7,590	15,621
R&D materials and supplies	14,463	31,217
Office and Miscellaneous Expense	6,947	9,936	1,743	6,135
Rent	8,859	10,956
Payroll expense	387,638	361,114	233,540	236,279
Share-based compensation	74,023	41,645
R&D materials and supplies	16,326	42,604	1,863	11,387
Total	266,822	243,981
Rent	17,497	19,535	8,638	8,579
Share-based compensation	953,148	89,392	879,125	47,747
Insurance	-	6,779	-	6,779
Total	1,404,762	609,880	1,137,940	365,899

Savicell’s financing commitment related to the License and Research Funding Agreement (as defined in Note 4 below) entered into with Ramot at Tel Aviv University was completely fulfilled by December 31, 2015.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

Note 2 - Significant Accounting Policies (Continued)

l)	Fixed Assets

The depreciation rates applicable to each category of fixed assets are as follows:

	Class of Properties	Depreciation Rate
	Furniture and Fixtures	15-year; straight-line basis
	Computer Equipment	3 to 4-year; straight-line basis
	Lab Equipment	3 to 15-year; straight-line basis

m)	Convertible Debentures

Convertible debentures, for which the embedded conversion feature does not qualify for derivative treatment, is evaluated to determine if the effective or actual rate of conversion per the terms of the convertible note agreement is below market value. In these instances, the Company accounts for the value of the beneficial conversion feature as a debt discount, which is then accreted to interest expense over the life of the related debt using the effective interest method.

n)	Modifications to Debt

The Company evaluates any modifications to its debt in accordance with the applicable guidance in ASC 470-50, Debt-Modifications and Extinguishments. If the debt instruments are substantially modified, the modification is accounted for in the same manner as a debt extinguishment (i.e., a major modification) and the fees paid are recognized as expense at the time of the modification. Otherwise, such fees are deferred and amortized as an adjustment of interest expense over the remaining term of the modified debt instrument using the interest method.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements March 31, 2018 (Unaudited)

Note 2 - Significant Accounting Policies (Continued)

o)	Recently Adopted Accounting Pronouncements

In May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718): Scope of Modification Accounting. This update will provide clarity and reduce both diversity in practice and cost and complexity when applying the guidance in Topic 718, Compensation – Stock Compensation, to a change to the terms or conditions of a share-based payment award. This standard is effective for annual periods beginning after December 15, 2017, with early adoption permitted. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. The Company has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements.

On November 17, 2016, the FASB issued ASU 2016-18, Restricted Cash. Entities will be required to show the changes in the total of cash, cash equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any. ASU 2016-18 will be effective for use for fiscal years beginning after December 15, 2017, with early adoption permitted. Entities are required to use a modified retrospective transition method for restricted cash. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any. The Company has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

Note 2 - Significant Accounting Policies (Continued)

o)	Recently Adopted Accounting Pronouncements (continued)

In August 2016, the FASB issued ASU 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The new guidance is intended to reduce diversity in practice in how certain transactions are classified in the statement of cash flows. ASU 2016-15 is effective for public business entities for fiscal years beginning after 15 December 2017, and interim periods within those years. For all other entities, it is effective for fiscal years beginning after 15 December 2018, and interim periods within fiscal years beginning after 15 December 2019. Early adoption is permitted. Entities will have to apply the guidance retrospectively, but if it is impracticable to do so for an issue, the amendments related to that issue would be applied prospectively. The Company has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The amendments to the guidance enhance the reporting model for financial instruments, which includes amendments to address aspects of recognition, measurement, presentation, and disclosure. The updated guidance is effective for use beginning January 1, 2018. The Company has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements.

In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers, as a new Topic, ASC 606. The new revenue recognition standard provides a five-step analysis of transactions to determine when and how revenue is recognized. The effective date for ASC 606 is annual reporting periods beginning after December 15, 2017. Early application is permitted only as of annual reporting periods beginning after December 15, 2016. The core principle is that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, or the modified retrospective transition method, under which the new guidance is applied to the current period presented in the financial statements and a cumulative-effect adjustment is recorded as of the date of adoption. The Company is evaluating the potential impact this guidance will have on our consolidated financial statements, if any. The Company has adopted the methodologies prescribed by this ASU by the date required and there is no material impact on the Company’s consolidated financial statements.

p)	Recently Issued Accounting Pronouncements

In ~~May~~August ~~2017~~2018, the FASB issued ASU ~~2017~~2018-0913, ~~Compensation~~Fair –Value Measurement ~~Stock Compensation~~ (Topic ~~718~~820): ~~Scope~~Disclosure ofFramework—Changes ~~Modification~~to ~~Accounting~~the Disclosure Requirements for Fair Value Measurement. ~~This~~For ~~update~~all ~~will~~entities, ~~provide~~amendments ~~clarity~~are effective for fiscal years, and ~~reduce~~interim ~~both~~periods ~~diversity~~within those fiscal years, beginning after December 15, 2019. The amendments on changes in ~~practice~~unrealized gains and ~~cost~~losses, the range and ~~complexity~~weighted ~~when~~average ~~applying~~of ~~the~~significant unobservable inputs ~~guidance~~used into ~~Topic~~develop ~~718,~~Level ~~Compensation~~3 –fair ~~Stock~~value ~~Compensation~~measurements, toand athe ~~change~~narrative todescription of measurement uncertainty should be applied prospectively for only the ~~terms~~most recent interim or ~~conditions~~annual ofperiod apresented ~~share-based~~in ~~payment~~the ~~award~~initial fiscal year of adoption. ~~This~~All ~~standard~~other isamendments ~~effective~~should ~~for~~be ~~annual~~applied ~~periods~~retrospectively ~~beginning~~to ~~after~~all ~~December~~periods presented ~~15,~~upon ~~2017,~~their ~~with~~effective ~~early~~date. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of ASU No. 2018-13 and delay adoption of the additional disclosures until their effective date. The Company is currently evaluating the potential impact this guidance will have on ~~our~~the consolidated financial statements, if any.

Online OnDisruptive ~~November 17~~Technologies, ~~2016, the FASB issued ASU 2016-18, Restricted Cash~~Inc. ~~Entities~~Notes ~~will be required~~ to ~~show~~ the ~~changes~~Consolidated inFinancial ~~the~~Statements ~~total~~June ~~of cash~~30, ~~cash~~2018 equivalents, restricted cash and restricted cash equivalents in the statement of cash flows. As a result, entities will no longer present transfers between cash and cash equivalents and restricted cash and restricted cash equivalents in the statement of cash flows. The Company is currently evaluating the impact of the adoption of this guidance on its consolidated financial statements, if any. ASU 2016-18 will be effective for use for fiscal years beginning after December 15, 2017, with early adoption permitted. Entities are required to use a modified retrospective transition method for restricted cash. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any.(Unaudited)

Note 2 - Significant Accounting Policies (Continued)

p)	Recently Issued Accounting Pronouncements (continued)

In July 2018, the FASB issued ASU 2018-10, Codification Improvements to Topic 842, Leases. For entities that early adopted Topic 842, the amendments are effective upon issuance of ASU 2018-10, and the transition requirements are the same as those in Topic 842. For entities that have not adopted Topic 842, the effective date and transition requirements will be the same as the effective date and transition requirements in Topic 842. ASU 2018-10 will be effective for use for fiscal years beginning after December 15, 2018. The Company is currently evaluating the potential impact this guidance will have on the consolidated financial statements, if any.

In June 2018, the FASB issued ASU 2018-07, Compensation-Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting. These amendments expand the scope of Topic 718, Compensation—Stock Compensation (which currently only includes share-based payments to employees) to include share-based payments issued to nonemployees for goods or services. Consequently, the accounting for share-based payments to nonemployees and employees will be substantially aligned. The ASU supersedes Subtopic 505-50, Equity—Equity-Based Payments to Non-Employees. This standard is effective for fiscal years beginning after December 15, 2018, including interim periods within that fiscal year. Early adoption is permitted, but no earlier than a company’s adoption date of Topic 606, Revenue from Contracts with Customers. The Company is currently evaluating the potential impact this guidance will have on the consolidated financial statements, if any.

In March 2016, the FASB issued ASU 2016-02, Leases, which supersedes ASC Topic 840, Leases, and sets forth the principles for the recognition, measurement, presentation, and disclosure of leases for both lessees and lessors. ASU 2016-02 requires lessees to classify leases as either finance or operating leases and to record on the balance sheet a right-of-use asset and a lease liability, equal to the present value of the remaining lease payments, for all leases with a term greater than 12 months regardless of the lease classification. The lease classification will determine whether the lease expense is recognized based on an effective interest rate method or a straight-line basis over the term of the lease. ASU 2016-02 will be effective for use beginning January 1, 2019, with early adoption permitted. Entities are required to use a modified retrospective transition method for existing leases. The Company is currently evaluating the potential impact this guidance will have on our consolidated financial statements, if any.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements March 31, 2018 (Unaudited)

Note 2 - Significant Accounting Policies (Continued)

Note 3 – Fixed Assets

As of ~~March~~June 3130, 2018, the fixed assets balance on the consolidated financial statement consist of the following:

		Furniture and
Cost:		Fixtures			Computer Equipment			Lab Equipment			Total
December 31, 2016	$	3,496		$	26,489		$	44,432		$	74,417
Exchange difference		375			2,836			4,759			7,970
December 31, 2017	$	3,871		$	29,325		$	49,191		$	82,387
Exchange difference		(21	)		(162	)		(273	)		(456	)
Additions		-			625			-			625
March 31, 2018	$	3,850		$	29,163		$	48,918		$	81,931
Exchange difference		(197	)		(1,517	)		(2,506	)		(4,220	)
June 30, 2018	$	3,674		$	28,433		$	46,685		$	78,792

		Furniture and
Depreciation:		Fixtures			Computer Equipment			Lab Equipment			Total
December 31, 2016	$	405		$	10,645		$	7,923		$	18,973
Additions		424			7,446			5,887			13,757
Exchange difference		58			1,406			1,058			2,522
December 31, 2017	$	887		$	19,497		$	14,868		$	35,252
Additions		441			5,248			6,114			11,803
Exchange difference		(9	)		(152	)		(134	)		(295	)
March 31, 2018	$	1,319		$	24,593		$	20,848		$	46,760

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

~~Online~~Note ~~Disruptive~~3 ~~Technologies,~~– ~~Inc.~~Fixed ~~Notes~~Assets ~~to the Consolidated Financial Statements March 31, 2018~~ (~~Unaudited~~Continued)

		Furniture and
Net Book Value:		Fixtures			Computer Equipment			Lab Equipment			Total
Depreciation:		Fixtures			Computer Equipment			Lab Equipment			Total
December 31, 2017	$	2,984		$	9,828		$	34,323		$	47,135
December 31, 2016	$	405		$	10,645		$	7,923		$	18,973
March 31, 2018	$	2,531		$	4,570		$	28,070		$	35,171
Additions		424			7,446			5,887			13,757
Exchange difference		58			1,406			1,058			2,522
December 31, 2017	$	887		$	19,497		$	14,868		$	35,252
Additions		417			4,966			5,786			11,169
Exchange difference		(45	)		(993	)		(760	)		(1,798	)
June 30, 2018	$	1,259		$	23,470		$	19,894		$	44,623

		Furniture and
Net Book Value:		Fixtures		Computer Equipment		Lab Equipment		Total
December 31, 2017	$	2,984	$	9,828	$	34,323	$	47,135
June 30, 2018	$	2,415	$	4,963	$	26,791	$	34,169

The Company recorded depreciation in R&D materials and supplies in Research and Development expenses as disclosed in Note 2 k).

Note 4 – License and Research Funding Agreement

On July 25, 2012, the Company’s subsidiary Savicell entered into a License and Research Funding Agreement (“R&D Agreement”) with Ramot at Tel Aviv University (“Ramot”) pursuant to which:

• In the course of research performed at Tel-Aviv University ("TAU"), Prof. Fernando Patolsky has developed technology relating to early detection of diseases by measuring metabolic activity in the immune system; • Savicell wishes to fund further research at TAU relating to such technology; and • Savicell wishes to obtain a license from Ramot with respect to such technology and the results of such further funded research in order to develop and commercialize products in the diagnostics space, and Ramot wishes to grant the Company such license, all in accordance with the terms and conditions of this R&D Agreement.

Savicell wishes to fund further research at TAU relating to such technology; and

Savicell wishes to obtain a license from Ramot with respect to such technology and the results of such further funded research in order to develop and commercialize products in the diagnostics space, and Ramot wishes to grant the Company such license, all in accordance with the terms and conditions of this R&D Agreement.

Pursuant to the above noted R&D Agreement, Savicell funded research expenditures amounting to a total of $1,600,000 (paid in prior years).

In addition, Savicell agreed to issue to Ramot warrants (the “Warrants”) to purchase a number of ordinary shares of Savicell which shall together comprise 15% of issued shares of Savicell on an as-converted, fully diluted basis (equivalent to 1,765 Warrant Shares of Savicell). The fair value of the Warrant Shares has been estimated for a total of $2,998,682 which has been included in research and development costs in 2012. As the exercise price inherent in the warrant certificate to purchase 1,765 common shares of Savicell is at nominal value, the warrant certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related common shares are considered to be issued and outstanding.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

Note 4 – License and Research Funding Agreement (Continued)

Upon successful development and commercialization of the technology, and in recognition of the rights and licenses granted to Savicell pursuant to this R&D Agreement, Savicell will be subject to (a) royalties based on the worldwide sales related to the technology; and (b) minimum annual royalties with respect to any calendar year following the first commercial sales as follows. The minimum annual royalties are subject to increases for each successive year.

During the ~~quarter~~six months ended ~~March~~June 3130, 2018, Savicell incurred research and development expenses of $~~266~~1,~~822~~404,762 (~~March~~June 2017 - $~~243~~609,~~891~~880) which ~~were~~ were included in the consolidated statements of operations and comprehensive loss.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements March 31, 2018 (Unaudited)

Note 5 – Related Party Transactions

The Company completed the following related party transactions:

During the ~~quarter~~six months period ended ~~March~~June 3130, 2018, the Company incurred consulting fees and salaries of $~~140~~265,~~785~~488 (for the ~~quarter~~six months ended ~~March 31~~June 30, 2017 - $~~118~~239,~~777~~682) payable to its directors and officers, recorded in consulting fees and research and development expense. The Company incurred consulting fees payable to a company controlled by a former director/officer of $2754,000 (for the ~~quarter~~six months ended ~~March~~June 3130, 2017 - $2754,000), recorded in consulting fees.

As at ~~March~~June 3130, 2018, included in accounts payable and accrued liabilities are amounts of $~~129~~150,~~214~~429 (December 31, 2017 – $102,214) that was payable to a company controlled by a former director/officer of the Company and $~~558~~687,~~995~~ 585 (December 31, 2017 – $426,648) that was payable to current officers or directors of the Company.

As at ~~March~~June 3130, 2018, included in convertible debentures are amounts of $1,~~193~~219,~~917~~453 (December 31, 2017 - $1,071,172) that was entered into with two directors, one consultant, and one key management personnel of the Company (Note 6).

Note 6 – Convertible ~~debentures~~Debentures

On April 15, 2015, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $852,418. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.055 over a seven year term.

On December 31, 2015, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $188,085 with an unsecured and non-interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a seven year term.

On December 31, 2016, the Company entered into debt conversion option agreements with two directors, one consultant and one employee of the Company pursuant to which the Company collectively settled debts in the aggregate amount of $172,895 with an unsecured and non-interest bearing convertible debenture. Pursuant to the agreements, these individuals may convert a portion or all of the debt amounts into common shares of the Company at a price per share of $0.20 over a seven-year term.

Online ~~The~~Disruptive Company evaluated these convertible debentures for derivatives and determined that they do not qualify for derivative treatment. The Company then evaluated the debenture for beneficial conversion features and determined that the convertible loan issued on April 15Technologies, ~~2015 does contain beneficial conversion features~~Inc. ~~The~~Notes ~~aggregate intrinsic value of the beneficial conversion features was determined~~ to ~~be $852,418. This amount was recorded as a debt discount on April 15, 2015 that is being amortized over~~ the ~~life~~Consolidated ofFinancial ~~the~~Statements ~~debenture~~June ~~at effective interest rate of 77%. Total debt discount accumulated amortization as at March 31~~30, 2018 ~~was $828,402~~ (~~December 31, 2017 – $705,657~~Unaudited).

~~Online~~Note ~~Disruptive~~6 ~~Technologies,~~– ~~Inc.~~Convertible ~~Notes~~Debentures ~~to the Consolidated Financial Statements March 31, 2018~~ (~~Unaudited~~Continued)

		December 31, 2017	Additions		March 31, 2018
Giora Davidovits	$	510,416	-	$	510,416
Eyal Davidovits		243,825	-		243,825
Irit Arbel		225,822	-		225,822
Robbie Manis		233,334	-		233,334
Total	$	1,213,397	-	$	1,213,397

The Company evaluated these convertible debentures for derivatives and determined that they do not qualify for derivative treatment. The Company then evaluated the debenture for beneficial conversion features and determined that the convertible loan issued on April 15, 2015 does contain beneficial conversion features. The aggregate intrinsic value of the beneficial conversion features was determined to be $852,418. This amount was recorded as a debt discount on April 15, 2015 that is being amortized over the life of the debenture at effective interest rate of 77%. Total debt discount accumulated amortization as at June 30, 2018 was $852,418 (December 31, 2017 – $705,657).

		December 31, 2017			Additions		~~March~~June 3130, 2018
Convertible debentures	$	1,213,397			-	$	1,213,397
Giora Davidovits	$	510,416			-	$	510,416
Convertible discount		(852,418	)		-		(852,418	)
Eyal Davidovits		243,825			-		243,825
Net convertible debentures		360,979			-		360,979
Irit Arbel		225,822			-		225,822
Interest accretion		705,657			122,745		828,402
Robbie Manis		233,334			-		233,334
Exchange difference		4,536			2,782		7,318
Total	$	1,213,397			-	$	1,213,397
Balance	$	1,071,172		$	125,527	$	1,196,699

Note 7 – Convertible Loan

		December 31, 2017			Additions		June 30, 2018

Convertible debentures	$	1,213,397			-	$	1,213,397
Convertible discount		(852,418	)		-		(852,418	)
Net convertible debentures		360,979			-		360,979
Interest accretion		705,657			146,761		852,418
Exchange difference		4,536			1,520		6,056
Balance	$	1,071,172		$	148,281	$	1,219,453

OnNote ~~March~~7 8,– ~~2018,~~Convertible ~~the~~Loans Company issued one convertible loan in the face amount of $350,000 to two current shareholders. The convertible loan matures after two years and bears interest at a rate of 10% per annum. The convertible loan may be converted common shares of the Company at the earlier of (a) fifteen days after the maturity date and (b) the date the Company raises gross proceeds of $5,000,000 through private placements or files a registration statement with the Securities and Exchange Commission in the United States. The conversion price is $0.20 per share or such lesser price that the Company may issue additional shares to third parties, and, on conversion or repayment of the convertible loan, the Company will issue warrants in a number that is equal to the amount of the Loan divided by the Conversion price, exercisable at the Funding Price. The convertible loan contains multiple embedded derivatives and accordingly the Company has elected to use the fair value option to measure the entire hybrid instrument at fair value at each reporting period, with changes in fair value recognized in profit and loss. The fair value of the loan at March 31, 2018 has been determined to be $384,978.

On March 8, 2018, the Company issued one convertible loan in the face amount of $350,000 to two current shareholders. The convertible loan matures after two years and bears interest at a rate of 10% per annum. The convertible loan may be converted common shares of the Company at the earlier of (a) fifteen days after the maturity date and (b) the date the Company raises gross proceeds of $5,000,000 through private placements or files a registration statement with the Securities and Exchange Commission in the United States. The conversion price is $0.20 per share or such lesser price that the Company may issue additional shares to third parties, and, on conversion or repayment of the convertible loan, the Company will issue warrants in a number that is equal to the amount of the Loan divided by the conversion price, exercisable at the funding price. The convertible loan contains multiple embedded derivatives and accordingly the Company has elected to use the fair value option to measure the entire hybrid instrument at fair value at each reporting period, with changes in fair value recognized in profit and loss. The fair value of the loan at June 30, 2018 has been determined to be $367,278.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

Note 7 – Convertible Loans (Continued)

During the quarter ended June 30, 2018, the Company issued four convertible loans in the aggregate amount of $187,000 to four individual lenders. The debentures are interest bearing and have a term to maturity of two years. The loans are convertible into common shares of the Company at the lower of $0.20 per share and the price of a future financing initiative. Moreover, warrants will be granted to the lenders upon the earlier of repayment of the loans or conversion thereof, in a number that is equal to the amount of the convertible loans divided by the conversion price, exercisable at the funding price. The fair value of the loans at June 30, 2018 has been determined to be $78,544. The Company evaluated these convertible loans for derivatives and determined that they do not qualify for derivative treatment. The Company then evaluated the loans for beneficial conversion features and determined that the convertible loans issued do contain beneficial conversion features. The aggregate intrinsic value of the beneficial conversion features was determined to be $110,258. This amount was recorded as a debt discount on the issuance dates of the loans and is being amortized over the lives of the loans at effective interest rate of 28%. Total debt discount accumulated amortization as at June 30, 2018 was $1,801 (December 31, 2017 - $nil).

Note 8 – Equity

Common Shares

The Company has authorized 500,000,000 common shares at par value of $0.001 per share.

As at January 31, 2016, three shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 1,756,619 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $281,059.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements March 31, 2018 (Unaudited)

Note 8 – Equity (Continued)

Common Shares (continued)

On March 31, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 2,198,819 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $351,811.

On March 31, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 318,742 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $50,999.

On April 18, 2016, the Company issued 625,000 common shares at $0.20 per share for total proceeds of $125,000. On April 21, 2016, two shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 824,992 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $131,999.

On April 22, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 318,749 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $50,999.

On June 6, 2016, eight shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 1,115,625 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $178,500.

On June 14, 2016, the Company issued 2,500,000 common shares at $0.20 per share for total proceeds of $500,000.

On July 5, 2016, stock options previously granted by the Company were exercised resulting in the issuance of 50,000 common shares at $0.01 per share for total proceeds of $500.

On July 7, 2016, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 839,375 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $134,300.

On September 1, 2016, eight shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 4,653,732 common shares at $0.16 per share which equals to 80% of the share pricing of the financing completed on April 19, 2015. Total book value of the issued common shares is $744,597.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements March 31, 2018 (Unaudited)

Note 8 – Equity (Continued)

Common Shares (continued)

On April 3, 2017, one shareholder of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company. Accordingly, the Company issued 288,830 common shares at $0.16 per share. Total book value of the issued common shares is $46,213.

On April 3, 2017, the Company issued 1,693,750 units at $0.20 per unit for total proceeds of $338,750. Each unit comprises one share and one warrant to purchase a further share at a price of $0.20. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until April 3, 2019. $158,750 was received in December 2016.

On May 4, 2017, the Company issued an aggregate of 1,250,000 common shares at a price of $0.20 per share for gross proceeds of $250,000.

On August 3, 2017, the Company issued an aggregate of 600,000 common shares at a price of $0.20 per share for gross proceeds of $120,000.

On September 21, 2017, an employee exercised 150,000 options and accordingly received 150,000 common shares at an exercise price of $0.01 per share for aggregate consideration of $1,500.

On December 27, 2017, the Company issued an aggregate of 1,000,000 common shares at a price of $0.20 per share for gross proceeds of $200,000.

~~For~~On ~~the~~April ~~quarter ended March 31~~17, 2018, ~~one~~stock ~~consultant exercised 481,179~~ options atpreviously angranted ~~exercise~~by ~~price of $0.01 per share for aggregate~~the ~~consideration~~Company ~~of $4,812. The shares~~ were ~~subsequently~~exercised ~~issued~~resulting in ~~April~~the ~~2018.~~issuance ~~One employee~~of ~~exercised 16~~481,~~667~~179 ~~options~~common atshares ~~an exercise price of~~ at $0.2001 per share for ~~aggregate~~ ~~consideration~~total proceeds of $34,~~333~~812. ~~The shares have not yet been issued.~~

AsOn atMay ~~March 31~~18, 2018, the Company ~~has~~issued ~~119~~117,~~163,408~~660 ~~common~~ shares at $0.20 per ~~(December~~share 31for aggregate of $23,532 ~~2017~~in –lieu ~~119~~of consulting services rendered up to June 30,~~163,408)~~ ~~issued~~2018 and ~~outstanding.~~for future consulting services up to December 31, 2018.

~~Warrants~~Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements June 30, 2018 (Unaudited)

A summary of warrants as at March 31, 2018 and December 31, 2017 is as follows:

		Warrant Outstanding
		Weighted Average
	Number of warrant	Exercise Price
Balance, December 31, 2017	1,693,750	$ 0.20
Issued	-	0.20
Balance, March 31, 2018	1,693,750	$ 0.20

Number	Exercise	Expiry	Remaining
Outstanding	Price	Date	Life
1,693,750	$0.20	April 3, 2019	1.25

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements March 31, 2018 (Unaudited)

Note 8 – Equity (Continued)

Common Shares (continued)

During the six months ended June 30, 2018, one employee exercised 16,665 options at an exercise price of $0.20 per share for aggregate consideration of $3,333. The shares have not yet been issued.

As at June 30, 2018, the Company has 119,762,247 common shares (December 31, 2017 – 119,163,408) issued and outstanding.

Warrants

A summary of warrants as at June 30, 2018 and December 31, 2017 is as follows:

			Warrant Outstanding
			Weighted Average
	Number of warrant		Exercise Price
Balance, December 31, 2016	-		-
Issued	1,693,750	$	0.20
Balance, December 31, 2017	1,693,750		0.20
Issued	-		0.20
Balance, June 30, 2018	1,693,750	$	0.20

Number	Exercise	Expiry	Remaining
Outstanding	Price	Date	Life
1,693,750	$0.20	April 3, 2019	0.75

Preferred Shares

The Company has authorized 20,000,000 preferred shares at a par value of $0.001 per share. No preferred shares have been issued by the Company and accordingly none are outstanding.

Stock Options

In August 2015 the Company granted a total of 1,730,000 stock options to four advisors of the Company. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for six-seven years. One third of the options will vest at end of each completed year for which the consultant provides the services. The options were valued based on the Black Scholes model. For ~~quarter~~six months ended ~~March~~June 3130, 2018, the Company recorded stock based compensation of $57,~~691~~376 (2017: $36,184) for such options.

On September 1, 2015 the Company granted a total of 150,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at the grant date of each of September 1, 2015, September 1, 2016 and September 1, 2017 that the employee remains an employee of the Company or its subsidiaries. As of June 30, 2017, one of these employees is no longer with the Company and as such 75,000 options has expired. The options were valued based on the Black Scholes model. As of ~~March~~June 3130, 2018, the Company has fully recorded the stock based compensation for such options.

Online OnDisruptive ~~November 22~~Technologies, ~~2015~~Inc. ~~the~~Notes ~~Company granted a total of 50,000 stock options~~ to ~~an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of~~ the ~~options~~Consolidated ~~will~~Financial ~~vest~~Statements atJune ~~the grant date of each of November 22~~30, ~~2016, November 22, 2017 and November 22,~~ 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For quarter ended March 31, 2018, the Company recorded stock based compensation of $212 (~~2017: $2,038~~Unaudited) ~~for such options.~~

On December 1, 2015 the Company granted a total of 125,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at the grant date of each of December 1, 2016, December 1, 2017 and December 1, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For quarter ended March 31, 2018, the Company recorded stock based compensation of $534 (2017: $5,144) for such options.

On December 6, 2015 the Company granted a total of 100,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest at the grant date of each of December 6, 2016, December 6, 2017 and December 6, 2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For quarter ended March 31, 2018, the Company recorded stock based compensation of $439 (2017: 4,267) for such options.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements March 31, 2018 (Unaudited)

Note 8 – Equity (Continued)

Stock Options (continued)

On ~~February~~November 1522, ~~2016~~2015 the Company granted a total of 50,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest onat the grant date of each of ~~the~~November ~~first~~22, ~~second~~2016, ~~and~~November ~~third~~22, 2017 ~~anniversaries~~and ofNovember ~~the~~22, ~~date~~2018 ofthat ~~grant provided~~ the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For ~~During~~ the ~~quarter~~six months ended ~~March~~June 3130, 2018, ~~16,667 options~~the ~~were~~Company ~~exercised~~recorded atstock ~~$0.20~~based compensation ~~per share resulting in total proceeds~~ of $~~3,333.~~426 ~~The~~(2017: ~~remainder options 33~~$2,~~333~~038) ~~were cancelled and no stock based compensation was recorded~~ for ~~the~~such ~~quarter~~options.

On ~~March~~December 71, ~~2016~~2015 the Company granted a total of 75125,000 stock options to ~~two~~an ~~employees~~employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest onat ~~each~~the grant date of ~~the~~ ~~first,~~each ~~second~~of ~~and~~December ~~third~~1, ~~anniversaries~~2016, ofDecember ~~the~~1, 2017 ~~date~~and ofDecember ~~grant~~1, ~~provided~~2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For ~~year~~the ~~quarter~~six months ended ~~March~~June 3130, 2018, the Company recorded stock based compensation of $~~405~~1,074 (2017: $25,~~744~~144) for such options.

On ~~May~~December 56, ~~2016~~2015 the Company granted a total of ~~150~~100,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ~~ten~~seven years. One third of the options will vest onat ~~each~~the grant date of ~~the first,~~each ~~second~~of ~~and~~December ~~third~~6, ~~anniversaries~~2016, ofDecember ~~the~~6, 2017 ~~date~~and ofDecember ~~grant~~6, ~~provided~~2018 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the ~~quarter~~six months ended ~~March~~June 3130, 2018, the Company recorded stock based compensation of $~~650~~883 (2017: $74,~~216~~267) for such options.

On ~~June~~February 615, 2016 the Company granted a total of ~~800~~50,000 stock options to aan ~~consultant~~employee. The stock options are exercisable at ~~the~~an exercise price of $0.20 per share and may be exercised for ~~five~~seven years. ~~480,000~~One third of the options ~~so granted~~ will vest ~~as to~~on ~~one~~each ~~quarter~~ of ~~such options at~~ the ~~end of each completed year that the consultant provides the services. The remaining 320~~first,~~000~~ ~~options~~second ~~will~~and bethird ~~fully~~anniversaries ~~vested~~of ~~when~~ the date ~~consultant has completed the provision~~ of agrant ~~minimum~~provided ~~of 600 blood samples of lung cancer and control patients during~~ the 4employee ~~years~~remains ~~following~~employee ~~June 6, 2016. One twelfth~~ of ~~these options will vest upon each 50 blood samples having been delivered by~~ the ~~consultant~~Company toor ~~the Company~~its subsidiaries. The options were valued based on the Black Scholes model. ~~For~~ During the quarter ended March 31, 2018, ~~the~~16,665 ~~Company~~options ~~recorded~~were ~~stock~~exercised ~~based~~at ~~compensation~~$0.20 ofper share ~~$13,132~~resulting ~~(2017:~~in total proceeds $223,~~870)~~333. ~~for~~The ~~such~~remainder options. 33,335 were cancelled and no stock based compensation was recorded for the quarter

On March 7, 2016 the Company granted a total of 75,000 stock options to two employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the six months ended June 30, 2018, the Company recorded stock based compensation of $633 (2017: $2,744) for such options.

On May 5, 2016 the Company granted a total of 150,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. 30,000 options vest immediately. One third of the remaining options will vest on each of the first, second and third anniversaries of the date of grant provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the six months ended June 30, 2018 the Company recorded stock based compensation of $1,274 (2017: $7,216) for such options.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

Note 8 – Equity (Continued)

Stock Options (continued)

On June 6, 2016 the Company granted a total of 800,000 stock options to a consultant. The stock options are exercisable at the exercise price of $0.20 per share and may be exercised for five years. 480,000 of the options so granted will vest as to one quarter of such options at the end of each completed year that the consultant provides the services. The remaining 320,000 options will be fully vested when the consultant has completed the provision of a minimum of 600 blood samples of lung cancer and control patients during the 4 years following June 6, 2016. One twelfth of these options will vest upon each 50 blood samples having been delivered by the consultant to the Company. The options were valued based on the Black Scholes model. For the six months ended June 30, 2018, the Company recorded stock based compensation of $17,945 (2017: $22,870) for such options.

On November 1, 2016, the Company granted a total of 360,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One half of the options will vest immediately and one-half shall vest on the on the first anniversary date of grant provided the grantee remains a board member of the Company or its subsidiaries. The options were valued based on the Black Scholes model. As of December 31, 2017, the Company has fully recorded the stock based compensation for such options.

On May 31, 2017, the Company granted a total of 875,000 stock options to six employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant, namely May 31, 2018, May 31, 2019 and May 31, 2020 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. During the six months ended June 30, 2018, 25,000 options expired unexercised upon the termination of employment of an employee. For the six months ended June 30, 2018, the Company recorded stock based compensation of $33,298 (2017: $43,283) for the remaining options.

~~Online~~On ~~Disruptive~~July ~~Technologies~~2, ~~Inc.~~2017, the Company granted a total of 150,000 stock ~~Notes~~options to ~~the~~an employee. The stock options are exercisable at an exercise price ~~Consolidated~~of ~~Financial~~$0.20 ~~Statements~~per share and may be exercised for seven years. One third of the ~~March~~options 31will vest on each of the first, second and third anniversaries of the date of grant, namely July 2, 2018, July 2, 2019 and July 2, 2020 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the six months ended June 30, 2018 the Company recorded stock based compensation of $6,234 (~~Unaudited~~2017: $6,269) for such options.

On July 12, 2017, the Company granted a total of 260,000 stock options to an employee. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. 50,000 options vested on grant date. Off the remaining 210,000, one third of the options will vest on each of the first, second and third anniversaries of the date of grant, namely July 12, 2018, July 12, 2019 and July 12, 2020 provided the employee remains a consultant of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the six months ended June 30, 2018, the Company recorded stock based compensation of $9,458 (2017: $18,818) for such options.

On February 13, 2018, the Company granted a total of 231,250 stock options to a consultant. The stock options vest immediately and are exercisable at an exercise price of $0.20 per share and may be exercised over five years. The options were valued based on the Black Scholes model. For the six months ended June 30, 2018, the Company recorded stock based compensation of $26,422 for such options.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

Note 8 – Equity (Continued)

Stock Options (continued)

On June 22, 2018, the Company granted a total of 4,100,000 stock options to a group of employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One third of the options will vest on each of the first, second and third anniversaries of the date of grant, namely June 22, 2019, June 22, 2020 and June 22, 2021 provided the employees remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the six ~~quarter~~months ended ~~March~~ 31June 30, 2018, the Company recorded stock based compensation of ~~$18,203 (2017:~~ $437,~~283)~~647 for such options.

On ~~July~~June 222, ~~2017~~2018, the Company granted a total of ~~150~~1,500,000 ~~stock~~ stock options to an employee. The stock options are exercisable at an exercise ~~price~~ price of $0.20 per share and may be exercised for seven years. One ~~third~~quarter of ~~the~~ the options will vest onimmediately. ~~the~~The ~~date~~remaining ~~of grant~~1,125,000 ~~namely~~options ~~July~~will 2vest on June 22, ~~2018~~2019, ~~July~~June 222, ~~2019~~2020 and ~~July~~ 2June 22, ~~2020~~2021 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the ~~quarter~~ six months ended ~~March~~June 3130, 2018, the Company recorded stock based compensation of ~~$3,100~~ ~~(2017:~~ $654,~~269)~~345 for such options.

On ~~July~~June 1222, ~~2017~~2018, the Company granted a total of ~~260~~200,000 stock options to ana ~~employee~~consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. ~~50,000~~One ~~options~~third ~~vested~~of the onoptions ~~grant~~will ~~date.~~vest ~~Off~~on ~~the~~each ~~remaining~~of ~~210~~the first,~~000,~~ ~~one~~second and third anniversaries of the ~~options will vest on~~ ~~the~~ date of grant, namely ~~July~~June 1222, ~~2018~~2019, ~~July~~June 1222, ~~2019~~2020 and ~~July~~June 1222, ~~2020 provided the employee remains a consultant of the Company or its subsidiaries~~2021. ~~The~~ The options were valued based on the Black Scholes model. For the ~~quarter~~six months ended ~~March~~June 3130, 2018, the Company recorded stock based compensation of $~~5,235~~373 ~~(2017: $18,818)~~ for such options.

On ~~February~~June 1322, 2018, the Company granted a total of ~~231~~4,~~250~~000,000 stock options to a consultant. The stock options ~~vest immediately and~~ are exercisable at an exercise price of $0.20 per share and may be exercised ~~over five~~for seven years. One forth of the options vest immediately. One forth of the remaining options will vest on each of the first, second and third anniversaries of the date of grant, namely June 22, 2019, June 22, 2020 and June 22, 2021. The options were valued based on the Black Scholes model. For the ~~quarter~~ six months ended ~~March~~June 3130, 2018, the Company recorded stock based compensation of $26144,~~422~~863 for such options.

On June 22, 2018, the Company granted a total of 4,600,000 stock options to a group of employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. The options vest immediately on grant date. The options were valued based on the Black Scholes model. For the six months ended June 30, 2018, the Company recorded stock based compensation of $640,896 for such options.

The fair value of each option grant is calculated using the following assumptions:

	~~2018~~	~~2017~~2018	2017
Expected life – year	5	75-10	7-10
Interest rate	~~2.56%~~	1.6053% - 2.4086%	1.60-2.40%
Volatility	~~66.42%~~	7365.0168% -90 94.6922%	73.01-90.69%
Dividend yield	~~--%~~	--%	--%
Forfeiture rate	~~--%~~	--%	--%

	Number of Options			Weighted	Expire date
				Average Exercise
				Price
Balance, December 31, 2015	15,960,896		$	0.04
Granted, on February 15, 2016	50,000			0.20	February 15, 2023
Granted, on March 7, 2016	75,000			0.20	March 7, 2023
Granted, on May 5, 2016	150,000			0.20	May 5, 2026
Granted, on June 6, 2016	800,000			0.20	June 6, 2021
Exercised, on July 7, 2016	(50,000	)		0.01
Granted, on November 1, 2016	360,000			0.20	October 31, 2023

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

Balance, December 31, 2016	17,345,896		$	0.05
Granted, on May 31, 2017	875,000			0.20	May 31, 2024
Expired, July 1, 2017	(75,000	)		0.20	July 1, 2017
Granted, on July 2, 2017	150,000			0.20	July 2, 2024
Granted, on July 12th, 2017	260,000			0.20	July 12, 2027
Exercised, on September 25, 2017	(150,000	)		0.01	September 25, 2017
Balance, December 31, 2017	18,405,896		$	0.04
Granted, on February 13, 2018	231,250			0.20	February 13, 2023
Exercised, on January 28, 2018	(16,667	)		0.20
Cancelled, on January 28 2018	(33,333	)		0.20
Exercised, on March 20, 2018	(481,179	)		0.001
Balance, March 31, 2018
	18,105,967		$	0.06

		Outstanding March 31, 2018				Exercisable as at March 31, 2018
					Weighted				Weighted
				Weighted	Average			Weighted	Average
				Average	Remaining			Average	Remaining
	Exercise	Number of		Exercise	Contractual	Number of		Exercise	Contractual
	Price	Options		Price	Life (years)	Options		Price	Life (years)
$	0.01	9,750,000	$	0.01	4.67	9,750,000	$	0.01	4.42
	0.01	800,000		0.01	0.64	800,000		0.01	0.39
	0.01	1,924,717		0.01	2.87	1,924,717		0.01	2.62
	0.01	500,000		0.01	1.00	500,000		0.01	0.76
	0.20	150,000		0.20	3.34	150,000		0.20	3.10
	0.20	120,000		0.20	3.65	80,000		0.20	4.41
	0.20	1,610,000		0.20	4.60	1,073,334		0.20	4.36
	0.20	75,000		0.20	4.67	75,000		0.20	4.42
	0.20	50,000		0.20	4.90	33,334		0.20	4.65
	0.20	125,000		0.20	4.92	83,334		0.20	4.67
	0.20	100,000		0.20	4.93	66,666		0.20	4.69
	0.20	75,000		0.20	5.18	50,000		0.20	4.94
	0.20	150,000		0.20	8.35	70,000		0.20	8.10
	0.20	800,000		0.20	3.43	226,667		0.20	3.19
	0.20	360,000		0.20	5.84	360,000		0.20	5.59
	0.20	875,000		0.20	6.42	-		-	6.17
	0.20	150,000		0.20	6.51	-		-	2.26
	0.20	260,000		0.20	9.53	50,000		0.20	2.28
	0.20	231,250		0.20	9.53	231,250		0.20	4.88
		18,105,967	$	0.06	4.10	15,524,302	$	0.04	3.90

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements March 31, 2018 (Unaudited)

Note 8 – Equity (Continued)

Stock Options (continued)

	Number of Options			Weighted	Expire date
				Average Exercise
				Price
Balance, December 31, 2015	15,960,896		$	0.04
Granted, on February 15, 2016	50,000			0.20	February 15, 2023
Granted, on March 7, 2016	75,000			0.20	March 7, 2023
Granted, on May 5, 2016	150,000			0.20	May 5, 2026
Granted, on June 6, 2016	800,000			0.20	June 6, 2021
Exercised, on July 7, 2016	(50,000	)		0.01
Granted, on November 1, 2016	360,000			0.20	October 31, 2023
Balance, December 31, 2016	17,345,896		$	0.05
Granted, on May 31, 2017	850,000			0.20	May 31, 2024
Expired, July 1, 2017	(75,000	)		0.20	July 1, 2017
Granted, on July 2, 2017	150,000			0.20	July 2, 2024
Granted, on July 12^th, 2017	260,000			0.20	July 12, 2027
Exercised, on September 25, 2017	(150,000	)		0.01	September 25, 2017
Balance, December 31, 2017	18,405,896		$	0.04
Granted, on February 13, 2018	231,250			0.20	February 13, 2023
Exercised, on January 28, 2018	(16,665	)		0.20
Cancelled, on January 28 2018	(33,335	)		0.20
Granted, on June 22, 2018	14,400,000			0.20	June 22, 2025
Exercised, on March 20, 2018	(481,179	)		0.01
Balance, March 31, 2018
	32,480,967		$	0.12

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

Note 8 – Equity (Continued)

Stock Options (continued)

		Outstanding June 30, 2018				Exercisable as at June 30, 2018
					Weighted				Weighted
				Weighted	Average			Weighted	Average
				Average	Remaining			Average	Remaining
	Exercise	Number of		Exercise	Contractual	Number of		Exercise	Contractual
	Price	Options		Price	Life (years)	Options		Price	Life (years)

$	0.01	9,750,000	$	0.01	4.18	9,750,000	$	0.01	4.18
	0.01	800,000		0.01	0.15	800,000		0.01	0.15
	0.01	1,924,717		0.01	2.37	1,924,717		0.01	2.37
	0.01	500,000		0.01	0.51	500,000		0.01	0.51
	0.20	150,000		0.20	1.82	150,000		0.20	1.82
	0.20	120,000		0.20	3.16	80,000		0.20	3.16
	0.20	1,610,000		0.20	4.12	1,073,334		0.20	4.11
	0.20	75,000		0.20	4.18	75,000		0.20	4.18
	0.20	50,000		0.20	4.40	33,334		0.20	4,40
	0.20	125,000		0.20	4.42	83,334		0.20	4.42
	0.20	100,000		0.20	4.44	66,666		0.20	4.44
	0.20	75,000		0.20	4.69	50,000		0.20	4.69
	0.20	150,000		0.20	7.85	110,000		0.20	7.85
	0.20	800,000		0.20	2.94	226,667		0.20	2.94
	0.20	360,000		0.20	5.34	360,000		0.20	5.34
	0.20	850,000		0.20	5.92	283,333		0.20	5.92
	0.20	150,000		0.20	6.01	-		-	6.01
	0.20	260,000		0.20	9.04	50,000		0.20	9.04
	0.20	231,250		0.20	4.63	231,250		0.20	4.63
	0.20	4,100,000		0.20	6.98	-		-	6.98
	0.20	1,500,000		0.20	6.99	375,000		0.20	6.99
	0.20	200,000		0.20	6.99	-		-	6.99
	0.20	4,000,000		0.20	6.99	1,000,000		-	6.99
	0.20	4,600,000		0.20	6.99	4,600,000		0.20	6.99
		32,480,967	$	0.12	5.24	21,822,635	$	0.09	4.59

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

Note 8 – Equity (Continued)

Non-Controlling Interests

The Company’s subsidiary, Savicell, granted a third party a warrant certificate to purchase 1,765 common shares of Savicell that initially represented 15% of the underlying common equity of Savicell. In the course of its initial equity issuances up to October 30, 2012 (the “Initial Closing”), Savicell issued a total of 592 ordinary shares at $1,698.97 per share to the non-related third party representing approximately 4.79% of the fully diluted common equity of Savicell for aggregate proceeds of $1,005,795. The Savicell investors are entitled to convert their Savicell shares into common shares of ODT (1:10,625) at a price equal to 80% of the per share pricing of the first completed ODT financing of over $500,000 conducted after July 1, 2012 (the “Financing Price”) provided that for purposes of such conversion, the deemed maximum Financing Price shall be the per share price of the common shares of ODT based on (a) an aggregate ODT equity valuation of $30,000,000; and (b) the number of common shares of ODT outstanding at the time of the financing. Savicell continued its equity issuances following the Initial Closing.

As at December 31, 2012, Savicell had issued a total of 684 shares at $1,698.97 per share representing approximately 5.11% of the fully diluted common equity of Savicell for aggregate proceeds of $1,162,192.

During the year ended December 31, 2013, Savicell issued a total of 760 shares at $1,700 per share representing approximately 5.68% of the fully diluted common equity of Savicell for aggregate proceeds of $1,292,000.

During the year ended December 31, 2014, Savicell issued a total of 183 shares at $1,699 per share representing approximately 1.37% of the fully diluted common equity of Savicell for aggregate proceeds of $310,977.

During the year ended December 31, 2015, Savicell issued a total of 417 shares at $1,700 per share to third parties for aggregate proceeds of $709,087. As at December 31, 2015, Savicell also issued 516 shares at $1,700 to ODT, which of $532,084 has not been received as at December 31, 2015. In addition, Savicell investors exchanged 588 Savicell shares for 6,248,672 of ODT common shares with ODT receiving the Savicell shares so exchanged. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 77.00%, 12.6% and 10.4% respectively (December 31, 2014 - 74.67%, 13.18% and 12.15%) .

During the year ended December 31, 2016, Savicell investors exchanged 1,132 Savicell shares for 12,026,654 of ODT common shares with ODT receiving the Savicell shares so exchanged. As at December 31, 2016, Savicell received $1,786,656 from ODT and issued 1,051 shares to ODT in return. Following these share issuances, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 86.65%, 11.72% and 2.15%, respectively (December 31, 2015 - 77%, 12.6% and 10.4%) . As a result, ODT’s shareholding increased, which increased the additional paid-in ~~capital~~ capital during the year.

During the year ended December 31, 2017, Savicell investors exchanged 27 Savicell shares for 288,830 of ODT common shares with ODT receiving the Savicell shares so exchanged. As at December 31, 2017, Savicell received $658,711 from ODT and issued 387 shares to ODT in return. As at December 31, 2017, the Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 86.65%, 11.42% and 1.93%, respectively (December 31, 2016 - 86.13%, 11.72% and 2.15%) .

~~Online~~As ~~Disruptive~~at ~~Technologies~~June 30, ~~Inc.~~2018, ~~Notes~~The toCompany, the Warrant holder and the ~~Consolidated~~Savicell ~~Financial~~investors ~~Statements~~held underlying interests in the equity of Savicell of ~~March~~86.65%, 11.42% and 1.93%, respectively (December 31, 2017 - 86.65%, 11.42% and ~~2018 (Unaudited~~1.93%) .

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

Note 8 – Equity (Continued)

Non-Controlling Interests (continued)

As at March 31, 2018, The Company, the Warrant holder and the Savicell investors held underlying interests in the equity of Savicell of 86.65%, 11.42% and 1.93%, respectively (December 31, 2017 - 86.65%, 11.42% and 1.93%) .

Savicell’s Common Shares

	Number		Amount
	of Shares
Balance, December 31, 2015	14,012	$	3,819,454
Shares issued to settle inter-company debts	1,051		1,786,656
Balance, December 31, 2016	15,063		5,606,110
Shares issued to settle inter-company debts	387		658,711
Balance, March 31, 2018 and December 31, 2017	15,450		6,264,821
Balance, June 30, 2018 and December 31, 2017	15,450		6,264,821

As the exercise price inherent in the warrant certificate to purchase 1,765 common shares of Savicell is at nominal value, the warrant certificate is valued at the price of the subsequent equity issuance by Savicell ($1,698.97 per share) and the related common shares are considered to be issued and outstanding.

Note 9 – Loss per Share

Certain stock options whose terms and conditions are described in Note 8, “Stock Options” could potentially dilute basic and dilute loss per share in the future, but were not included in the computation of diluted loss per share because to do so would have been anti-dilutive. Those anti-dilutive options are as follows.

	March 31, 2018	December 31, 2017
	June 30, 2018	December 31, 2017
Anti-dilutive options	1821,~~587~~822,~~146~~635	18,405,896

Note 10 – Commitments and Guarantees

The Company was not a guarantor to any parties as at ~~March~~June 3130, 2018.

1. On September 11, 2012, ODT signed an employment agreement with Giora Davidovits, its chief executive officer and President, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief executive officer, the Company will provide Mr. Davidovits an annual salary of $250,000 together with other benefits and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement is effective until August 31, 2022 unless terminated early in accordance with the termination provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution of the employment agreement, the Company issued to Giora Davidovits options to purchase 3,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. Mr. Davidovits is eligible for subsequent option grants at the discretion of the board of directors.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements ~~March~~June 3130, 2018 (Unaudited)

Note 10 – Commitments and Guarantees (Continued)

		The options are exercisable for 10 years. Mr. Davidovits is eligible for subsequent option grants at the discretion of the board of directors.
	2.	On October 30, 2012, ODT and Savicell signed an employment agreement with Eyal Davidovits, its chief operating officer, which agreement entailed an effective date of September 1, 2012. In return for acting as its chief operating officer, the Company will provide Mr. Davidovits an annual salary of $120,180 (NIS 432,000), together with other fringe benefits including those related to the use of an automobile, health insurance, contributions to government run retirement programs and the potential for additional bonuses as declared from time to time by the Company’s board of directors. The agreement is effective until August 31, 2022 unless terminated early in accordance with the termination provisions contained within the employment agreement and subject to agreed severance amounts. In connection with the execution of the employment agreement, the Company issued to Eyal Davidovits options to purchase 2,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. Mr. Davidovits is eligible for subsequent option grants at the discretion of the board of directors.
	3.	On July 20, 2015, the Company signed an operating lease agreement to lease offices for a period ending July 31, 2018 with an option to renew the lease for an additional period of 2 years. ~~The~~In ~~monthly~~March, ~~lease~~2018, ~~expense~~the isCompany ~~$3,372~~has ~~(NIS~~exercised ~~12,121).~~the ~~Future~~option ~~minimum~~to renew the lease ~~commitment~~for ~~under~~an ~~the~~additional ~~operating~~period of 2 years. The monthly lease ~~agreement~~expense is ~~approximately~~ $233,~~604~~445 (NIS 8412,~~847~~121). The Company pledged a bank deposit which is used as a bank guarantee at an amount of $14,404 (NIS 50,000) to secure its payments under the lease agreement. The Company pledged a bank deposit which is used as a bank guarantee at an amount of $98,~~837~~242 (NIS 30,146) to secure its compliance with obligations.

The minimum future payments for the above commitments are as follows:

		Consulting fee and
Year		Salaries		Office rent		Total
2018	$	~~370~~185,~~180~~090	$	2320,~~604~~670	$	~~393~~205,~~784~~760
2019		370,180		-41,340		~~370~~411,~~180~~520
2020		370,180		-24,115		~~370~~394,~~180~~295
2021		370,180		-		370,180
2022		246,787		-		246,787
Total	$	1,~~727~~542,~~507~~417	$	2386,~~604~~125	$	1,~~751~~628,~~111~~542

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements March 31, 2018 (Unaudited)

Note 11 – Geographic Information

The Company’s head office is located in the United States (“US”). The operations of the Company are primarily in two geographic areas: the US and Israel. A summary of geographical information for the Company’s net loss is as follows:

		Three Months Ended March 31,
		Six Months Ended June 30,
Net Loss		2018		2017
US	$	~~305~~474,~~907~~804	$	~~211~~422,~~965~~226
Israel		~~289~~1,~~545~~512,366		~~273~~634,~~806~~171
Consolidated	$	~~595~~1,~~452~~987,170	$	~~485~~1,~~771~~056,397

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

Note 12 – Subsequent Events

1. InOn ~~May~~July ~~and~~18, ~~June of~~ 2018, the Company ~~issued~~granted ~~convertible~~a ~~debentures~~total ~~in the aggregate amount~~ of ~~$187~~360,000 tostock ~~four~~options ~~individual~~to ~~lenders~~an advisor. ~~The~~Such ~~debentures~~options are ~~interest~~exercisable ~~bearing~~at ~~and~~a ~~have~~per ashare ~~term~~price toof ~~maturity~~US$0.20 for a period of ~~two~~10 years. ~~The~~subject ~~debentures~~to ~~are~~vesting ~~convertible~~provisions. ~~into~~2. ~~common~~On ~~shares~~July of31, 2018, the Company issued an aggregate of 750,000 Units at ~~the~~a ~~lower~~price of $0.20 per ~~share~~Unit ~~and~~for ~~the~~gross ~~price~~proceeds of ~~a future financing initiative~~$150,000. ~~Moreover,~~Each ~~warrants~~Unit will be ~~granted~~comprised ~~to the debentureholders upon the earlier~~ of ~~repayment~~one ofcommon ~~the~~share ~~debentures~~ of ~~conversion thereof. 2. On June 22, 2018,~~ the Company ~~granted~~and aone ~~total~~non- oftransferable ~~14,400,000~~common ~~stock~~share ~~options~~purchase towarrant ~~its~~with ~~directors,~~each ~~officers~~Warrant ~~and~~being ~~employees.~~exercisable ~~The~~into ~~options~~one ~~are~~additional ~~exercisable~~Share at ~~the~~an exercise price of US$0.20 per ~~share~~Warrant ~~until~~Share ~~June~~for ~~22,~~a ~~2025~~period ~~and~~of ~~have~~two ~~various~~years ~~vesting~~after ~~provisions.~~the Inclosing ~~addition,~~of onthe ~~July~~Financing. 183. On August 21, 2018, the Company ~~granted~~issued aan ~~total~~aggregate of ~~360~~1,550,000 ~~stock~~Units ~~options to an advisor. Such options are exercisable~~ at a ~~per share~~ price of US$0.20 per Unit for agross ~~period~~proceeds of 10$310,000. ~~years~~Each ~~subject~~Unit towill ~~vesting~~be ~~provisions.~~comprised 3.of Onone ~~July~~common ~~30,~~share ~~2018~~of the Company ~~issued~~and aone ~~total~~non-transferable ofcommon ~~117,660~~share ~~common~~purchase ~~shares~~warrant towith aeach ~~consultant~~Warrant being exercisable into one additional Share at aan ~~deemed~~exercise price of $0.20 per ~~share~~Warrant ~~pursuant~~Share tofor a ~~consulting~~period ~~agreement for the provision~~ of ~~services~~two ~~throughout~~years ~~out~~after the ~~2018~~closing ~~fiscal~~of ~~year~~the Financing. 4. On August 24, 2018 the Company issued 16,665 common shares to a former employee who had exercised her vested stock options upon the termination of her employment. The shares were issued at the exercise price of $0.20 per share. 5. On August 24, 2018, the Company issued 800,000 common shares to a consultant who had exercised his vested options. The shares were issued at the exercise price of $0.01 per share. 6. On April 24, 2018, the Company entered into a Consulting Agreement with Crescendo Communications, LLC, approved by the Board of Directors on September 14, 2018. Pursuant to the Crescendo Agreement, David K. Waldman is to be issued the followings:

	•	105,000 Options to acquire common shares of the Company at a price of $0.20 per share for a period of 5 years and subject to vesting provisions. The options were granted subsequently on September 14, 2018;
	•	Immediately following successful completion of the Public Offering, warrants in an amount equal to 1.2% of the total issued and outstanding shares with an exercise price equal to the price of the shares issued in the Public Offering for a period of five years;
	•	Within 60 days after completion of the Public Offering, 2,800,000 restricted shares of the Company; and
	•	At the end of the 6 months after completion of the Public Offering, 200,000 restricted shares of the Company.

	7.	On August 1, 2018, the Company entered into a Consulting Agreement with Moshe Broida, approved by the Board of Directors on September 14, 2018. Pursuant to the Broida Agreement, the Company is to issue to Broida an amount of warrants equal to 5% of the number of shares issued in an equity investment and 2% of the number of shares issued in debt investments as non-transferable share purchase warrants.

		The Finder’s Warrant will be exercisable into one Share, exercisable at the weighted average price per share paid by investors in a financing for a period of three years from the closing, subject to any additional terms contained in the certificates representing the Finder’s Warrants.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

June 30, 2018

(Unaudited)

Note 12 – Subsequent Events (Continued)

	8.	On September 12, 2018, the Company entered into a Consulting Agreement with Michael Jacobson, PhD., approved by the Board of Directors on September 14, 2018. The Company is authorized to grant 150,000 stock options to acquire common shares of the Company at a price of $0.20 per share of which 30,000 stock options vest immediately and 40,000 vest at the end of each of the subsequent three completed years from the date of the Jacobson Agreement. The options were granted on September 14, 2018.

	9.	On September 17, 2018, the Company granted a total of 87,500 warrants to a consultant, exercisable at a price of $0.20 per share. The expire date of the warrants is September 17, 2021.

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

Forward Looking Statements

This quarterly report on Form 10-Q contains forward-looking statements. Forward-looking statements are projections in respect of future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. Forward-looking statements made in this Form 10-Q include statements about:

• our anticipation that future broad clinical trial studies encompassing larger populations of cancer patients with varying cancers should reveal the full potential of the existing developed strategy; • our beliefs regarding the future of our competitors; • our belief that there is a large unmet need in cancer diagnostics exists in early diagnosis; accurate diagnosis; • our belief that there is a need in this segment for an easier blood-based test that will increase compliance and minimize discomfort; • our expectation that the demand for our products will eventually increase; • our expectation that we will be able to raise capital when we need it; and • our expectation that there is a new market for screening tests.

our beliefs regarding the future of our competitors;

our belief that there is a large unmet need in cancer diagnostics exists in early diagnosis; accurate diagnosis;

our belief that there is a need in this segment for an easier blood-based test that will increase compliance and minimize discomfort;

our expectation that the demand for our products will eventually increase;

our expectation that we will be able to raise capital when we need it; and

our expectation that there is a new market for screening tests.

These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors” and the risks set out below, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These risks include, by way of example and not in limitation:

• general economic and business conditions; • our ability to identify attractive products and negotiate their acquisition or licensing; • volatility in prices for our products; • risks inherent in the pharmaceutical industry; • competition for, among other things, capital, pharmaceutical products and skilled personnel; and • other factors discussed under the section entitled “Risk Factors”.

our ability to identify attractive products and negotiate their acquisition or licensing;

volatility in prices for our products;

risks inherent in the pharmaceutical industry;

competition for, among other things, capital, pharmaceutical products and skilled personnel; and

other factors discussed under the section entitled “Risk Factors”.

While these forward-looking statements and any assumptions upon which they are based are made in good faith and reflect our current judgment regarding the direction of our business, actual results will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.

As used in this interim report on Form 10-Q and unless otherwise indicated, the terms “we”, “us” and “our” refer to Online Disruptive Technologies Inc. and our subsidiary, Savicell Diagnostic Ltd., an Israeli corporation (the “Subsidiary” or “Savicell”). Unless otherwise specified, all dollar amounts are expressed in United States dollars.

Corporate Overview

We were incorporated in the State of Nevada on November 16, 2009 under the name “Online Disruptive Technologies, Inc.” with authorized capital of 500,000,000 shares of common stock with a par value of $0.001 per share and 20,000,000 shares of preferred stock with a par value of $0.001 per share. On March 24, 2010, we entered into a share purchase agreement with Benjamin Cherniak, whereby we acquired all of the issued and outstanding shares of RelationshipScoreboard.com Entertainment, Inc. in consideration for the issuance of 16,000,000 of our common shares. RSE was incorporated in the State of Nevada on November 16, 2009. There were no related party interests in the acquisition of RelationshipScoreboard.com Entertainment, Inc.

Pursuant to a license agreement and research funding agreement (the “License Agreement”) dated July 24, 2012 and entered into on July 25, 2012 executed by our Subsidiary and Ramot at Tel Aviv University Ltd. (“Ramot”), a private company incorporated in the State of Israel and having a place of business at 5 Shenker Street, Herzliah, Israel, our Subsidiary was granted a license to certain patented technology relating to the early detection of diseases by measuring metabolic activity in the immune system (the “Technology”). The products (the “Products”) means any instrument, device, process, method, product, component, or system that contain or is based on, in whole or in part, the Technology.

As consideration for the worldwide exclusive license of the Products, our Subsidiary will pay, issue and fund the following to Ramot:

	(a)	a royalty (the “Royalty”) on worldwide net sales of the Products by our company and its affiliates or sublicensee;

	(b)	a minimum annual royalty, credited against the Royalty;

	(c)	percentages of all payments received in connection with a sublicense;

	(d)	issue warrants to purchase, for nominal consideration, the number of common shares of the Subsidiary such that Ramot holds a minority interest in the Subsidiary; and

	(e)	fund research expenditures for the research of the Technology.

After the entry into of the License Agreement, we are focused on the development of Savicell.

Our Current Business

Savicell

The Savicell™ platform is a blood test designed for the early detection of disease. It is a broad platform with applications for cancer, autoimmune diseases, and infectious diseases. While our focus initially is on early diagnosis of disease, we believe our technology may have additional applications in drug response monitoring for therapies that impact immune response. Immunotherapy, both for treating cancer and autoimmune diseases, is an example where metabolic shift profiles could indicate response to drug treatment.

Initially, Savicell is focused on the multibillion-dollar cancer diagnosis market. Savicell deploys Well-Shield™ technology, a Liquid ImmunoBiopsy™ diagnostic platform. In contrast to existing technologies that evaluate secretions of cancer cells, Well-Shield’s ImmunoBiopsy platform receives data directly from the immune system. Importantly, Well-Shield is different in that it is a functional test measuring the metabolic activation profile of the immune system as an indicator of disease status. As an immune system test, it is inherently suited for early detection.

The technology has now received intellectual property protection with a patent approved in the United States, China, Japan and Europe. Furthermore, the patent process is ongoing in several other countries.

Metabolic changes in the immune system modulate cell fate and function, influencing immune response outcomes. Savicell technology measures the energy changes of the immune system, which are disease-specific, and identifies the ailment.

Immune cells are the first to recognize and respond to the formation of cancer cells. When naïve lymphocytes detect cancer antigen, they undergo various differentiation processes aimed at initiating the immune response and bringing it to an optimal level of activity.

One of the most important recent discoveries is that immune system cells alter their energy generation in order to obtain an effector function. The metabolic change is called a metabolic shift, and its key purpose is command and control of the effector function, which produces and secretes cytokines and chemokines.

The immune system is composed of several groups each with a number of subgroups. Each group and subgroup has a specific energy generation profile. Example of groups are naïve cells, effector cells, regulator cells, and memory cells. The metabolic changes of the immune system cells are direct indicators of the performance of the immune system.

Immune cells use various processes to generate energy. These include oxidative phosphorylation, glycolysis, and the breakdown of proteins and nitrogenous bases. The energy generation produces changes in extracellular acidification. Lactic acid is generated in glycolysis, carbon dioxide from oxidative phosphorylation, and ammonia from the breakdown of proteins and nitrogenous bases. Acidification is measured in "open" versus "closed" (air-sealed) wells to track the accumulations of soluble versus volatile metabolic products (lactic acid versus carbon dioxide and ammonia). Savicell's tests measure these acidification (pH) changes.

Our technology exposes the immune system cells to stimulants that have been characterized specifically for the method. The process of acid production described above and the monitoring of the pH level in the cell environment allows early detection of disease. This is because the metabolic profiles of immune cells in sick people are different from those of the healthy.

Immune cells of sick people have already been activated (metabolic shift) in vivo against cancer proteins. As a result, acidification rates are different compared to the immune cells of healthy individuals that have not been exposed in vivo to cancer proteins. To measure extracellular acidification Savicell adds a pH-sensitive impermeable fluorescence probe along with the cells and stimulants to the microwell plate, which is monitored over time. Various stimulants are chosen to increase the pH signal and to more specifically characterize the disease.

Savicell ImmunoBiopsy platform uses three types of stimulants:

1. General stimulants that activate all immune system cells in a non-specific mode, and are used as positive controls for testing. Examples are para-methoxyamphetamine (PMA), lipopolysaccharides (LPS), and concanavalinA (ConA).

2. Metabolic stimulants used as substrates, whose consumption increases in activated cells, especially those undergoing increased glycolysis. Examples are glucose and L-glutamine.

3. Cancer-specific stimulants, including those by cancer type (e.g. lung). These enhance separation by specific cancer type as well as distinguishing cancer from healthy and other diseases. Examples are human epidermal growth factor receptor 2 (HER2) and New York esophageal squamous cell carcinoma 1 (NY-ESO-1).

The Savicell vision is to develop and commercialize a line of patient-friendly blood tests that enable early diagnosis, staging, and monitoring, thereby saving lives and ensuring appropriate treatment. Cancer is our initial focus.

The need for early diagnosis

Cancer cases are increasing, with more than 20 million new cases predicted in 2025, compared to 12 million in 2008. Early detection is very important because it can improve outcomes. Typically, more treatment options are available when cancer is diagnosed early, and survival improves. In the United States, the five-year survival rate improves by at least four times with early diagnosis and before cancer has spread. Unfortunately, to date, the majority of cancer patients are diagnosed at later stages.

While surgical biopsies are the norm, they are invasive and expensive. The need for simpler and more efficient processes for cancer detection has incentivized some 38 companies in the United States to work on creating liquid biopsies. In a 2015 report, investment bank Piper Jaffray valued the potential market for liquid biopsies at $29 billion in the United States alone.

Using technologies based on circulating tumor cells, exosomes, and circulating tumor nucleic acids, liquid biopsy companies are making progress in developing products that have advantages versus current technologies. However, it appears more likely that these types of liquid biopsy technologies best support late stage cancers, with technical challenges remaining for early-stage cancers and early cancer screening.

In contrast, the Well-Shield patented ImmunoBiopsy platform is unique in the Liquid Biopsy market. And we believe that as an immune system functional test it is inherently better suited for early detection.

Product focus

Savicell conducted clinical work for tests specific to breast and lung cancers in multiple medical centers. We had encouraging early reviews of our breast cancer and lung cancer analyses albeit on relatively small sample sizes. Specifically, we distinguished between breast cancer patients and healthy donors, and lung cancer patients and healthy donors, with high sensitivity and specificity of greater than 95% in both cancers. In addition, we were able to show that there is a metabolic profile difference between other breast disease donors and breast cancer donors and between COPD (chronic obstructive pulmonary disease) donors and lung cancer donors. Based on this early potential, Savicell has decided to focus our resources on lung cancer as our lead product.

Savicell's lung cancer clinical study results were published in Cancer Immunology and Immunotherapy that validate the promise of Savicell’s Liquid ImmunoBiopsy™. The published study uses the Savicell Diagnostics, Ltd. platform to diagnose lung cancer, producing 91% sensitivity and 80% specificity in a 20-fold cross-validation. Diagnosis of Stage 1 lung cancer is as accurate as later stages.

Novel non-invasive early detection of lung cancer using liquid immunobiopsy metabolic activity profiles Adir, Y., Tirman, S., Abramovitch, S. et al. Cancer Immunol Immunother (2018). https://doi.org/10.1007/s00262 -018-2173-5 https://link.springer.com/article/10.1007%2Fs00262 -018-2173-5

Abstract

Lung cancer is the leading cause of cancer death worldwide. Survival is largely dependent on the stage of diagnosis: the localized disease has a 5-year survival greater than 55%, whereas, for spread tumors, this rate is only 4%. Therefore, the early detection of lung cancer is key for improving prognosis. In this study, we present an innovative, non-invasive, cancer detection approach based on measurements of the metabolic activity profiles of immune system cells. For each Liquid ImmunoBiopsy test, a 384 multi-well plate is loaded with freshly separated PBMCs, and each well contains 1 of the 16 selected stimulants in several increasing concentrations. The extracellular acidity is measured in both air-open and hermetically-sealed states, using a commercial fluorescence plate reader, for approximately 1.5 h. Both states enable the measurement of real-time accumulation of ‘soluble’ versus ‘volatile’ metabolic products, thereby differentiating between oxidative phosphorylation and aerobic glycolysis. The metabolic activity profiles are analyzed for cancer diagnosis by machine-learning tools. We present a diagnostic accuracy study, using a multivariable prediction model to differentiate between lung cancer and control blood samples. The model was developed and tested using a cohort of 200 subjects (100 lung cancer and 100 control subjects), yielding 91% sensitivity and 80% specificity in a 20-fold cross-validation. Our results clearly indicate that the proposed clinical model is suitable for non-invasive early lung cancer diagnosis, and is indifferent to lung cancer stage and histological type.

Savicell had a poster presentation on clinical results focused on early stage lung cancer at the European Respiratory Society International Congress in September 2018. Specifically, 328 subjects of which are 82 are early stages and 246 are healthy controls. 77% of the cancer patients were Stage1 and 33% were Stage 2. Test results were 92% sensitivity and 76% specificity using stratified 10-fold cross-validation. Negative predictive value was 0.97 and area under the ROC curve was 0.93.

Lung cancer

American Cancer Society estimates there will be 222,500 new cases of lung cancer in the USA in 2017, representing 13.6% of all cancer diagnoses. Worldwide, there were an estimated 1.8 million new cases of lung cancer in 2012, accounting for 12.9% of all cancers. Lung cancer is the leading cancer killer in both men and women in the USA and worldwide. (7) (8)

Less than 20% of lung cancers are diagnosed at an early stage, with a five-year survival rate (completely resected NSCLC stage 1A) that ranges from 67 to 89% (4). Unfortunately, the majority of lung cancer cases (57%) are diagnosed at an advanced stage when five-year survival is as low as 4%. This is because lung cancer symptoms present themselves at later stages of the disease.

Cigarette smoke remains the main risk factor for lung cancer, with 85% to 90% of lung cancer cases in the USA occurring in current or former smokers. There are about 94 million current and former smokers in the USA. While clinicians can identify those at risk, they lack effective tools to diagnose lung cancer early.

With improved low-dose computed tomography (LDCT) technology, it is possible to detect potential malignant nodules in high-risk populations. Pulmonary nodules are small, focal, radiographic opacities that may be solitary or multiple. The management goal of patients with pulmonary nodules is to distinguish between benign and malignant nodules, speeding diagnosis for malignant nodules while minimizing unnecessary and invasive testing of those that are benign. Many pulmonary nodules are detected incidentally in computed tomography (CT) and chest x-rays examination (not related to the indication for obtaining the CT or x-rays examination) and in scheduled LDCT screening.

The largest USA National Screening Trial (NLST) demonstrated that screening high-risk subjects decreases mortality. The current standard of care for diagnosing lung cancer in high-risk patients is LDCT scanning. This large trial of 53,454 current or former heavy smokers, ages 55 to 74, demonstrated that screening high-risk subjects using LDCT decreases mortality from lung cancer by 20%. Based on this study, the United States Preventive Services Task force (“USPSTF”) guidelines recommend annual LDCTs for patients at high risk for lung cancer. However, there are major limitations to CT screening that create the following two important market needs:

Broader Screening

Because of cost-benefit ratios (including possible radiation risks), LDCT was approved only for a heavy- use segment of past and current smokers. Specifically, Americans aged 55 to 80 years old who have a 30 pack-year smoking history and currently smoke or have quit within the past 15 years. This represents about 10 million people or about 11% of the 94 million past and current smokers in the US. There is still a major unmet need for a safer, cost- effective liquid biopsy test that can help screen for lung cancer in the broader past and current smoker population.

Indeterminate Nodules

A total of 96.4% of the positive screening results (NLST) in the low- dose CT group and 94.5% in the radiography group were false positive results. The estimated number of pulmonary nodules in the USA ranges from 2 million to 4.9 million annually (1)(2)(3). Using an estimate of 3 million annual pulmonary nodules, and a false positive rate of 96.4% for LDCT and 94% for x-ray, would generate up to 2.8 million false positive cases a year. In addition, 25% of all LDCTs are indeterminate, and require additional follow-up procedures. A full implementation of LDCT screening in the USA will identify 2.5 million indeterminate nodules and is expected to further increase the number of false positive cases.

After nodule findings, the follow-up procedures to diagnose lung cancer are expensive, invasive procedures like biopsy. Bronchoscopy can have significant complication risks, and follow-up imaging adds to radiation risks. Millions of false positive cases annually could lead to unnecessary invasive procedures on many smokers or past smokers who do not actually have lung cancer, driving higher costs, mortality and morbidity.

There is an important need for a safer liquid biopsy test that can assist in the diagnosis of indeterminate nodules and significantly reduce the number of false positive results.

Lung cancer strategy

In the longer term, we plan to develop a screening test for lung cancer. However, our initial goal is to provide an additional tool for clinicians, designed to assist in the diagnosis of indeterminate nodules identified by imaging. The Well-Shield test is intended to help a clinician decide on invasive and/or non-invasive follow- up. It could help reduce the majority of the false positive results and reduce the number of unnecessary invasive procedures by more than 200,000 annually in the US (5)(6). As a result, Well-Shield’s test could drive $3.6 billion in annual cost savings in the USA alone.

Sources Quoted

(1) Luba Frank and Leslie E. Quint Chest CT incidentalomas: thyroid lesions, enlarged mediastinal lymph nodes, and lung nodules Cancer Imaging. 2012; 12(1): 41–48

(2) MacMahon H, Austin JH, Gamsu G, et al. Guidelines for management of small pulmonary nodules detected on CT scans: a statement from the Fleischner Society. Radiology. 2005;237:395–400. doi:10.1148/radiol. 2372041887. [PubMed]

(3)Michael K. Gould et al. Recent Trends in the Identification of Incidental Pulmonary Nodules. Am J Respir Crit Care Med Vol 192, Iss 10, pp 1208–1214, Nov 15, 2015

(4) Apichat Tantraworasin et al. ISRN Surgery Volume 2013, Article ID 175304, 7 pages

(5)Moving Beyond the National Lung Screening Trial: Discussing Strategies for Implementation of Lung Cancer Screening Programs Bernando H.L. Goulard, The Oncologist. 2013 Aug; 18(8): 941–946

(6) Assume 10 million patients screened and sensitivity and specificity of 92% and 75% respectively. Well-Shield may have higher or lower sensitivity and specificity.

(7) Cancer Facts & Figures 2015.

(8) World Cancer Report 2014.

Results of Operations

Revenues

We have not earned any revenue from operations since our inception and further losses are anticipated in the development of our business. We are currently in the development stage of our business and we can provide no assurances that we will generate revenue in the foreseeable future.

Expenses

For the three and six months ended ~~March~~June 3130, 2018 and 2017, we ~~incurred~~ incurred the following general and administrative expenses:

	Three months ended	Three months ended	Six months ended	Six months ended
	June 30, 2018	June 30, 2017	June 30, 2018	June 30, 2017
	(Unaudited)	(Unaudited)	(Unaudited)	(Unaudited)
	$	$	$	$
General and Administrative Expenses
Accounting Fees	7,500	7,500	15,000	15,000
Audit & Tax Fees	57,883	9,997	72,446	43,979
Bank Fees	229	112	365	375
Consulting Fees	91,652	95,011	203,803	186,663
Filing and Transfer Agent Fees	3,776	3,203	3,866	5,476
Legal Fees	6,379	7,679	10,044	18,811
Travel Expenses	3,668	2,868	7,335	4,998
Office and Miscellaneous Expense	-	13,631	2,970	21,981
Research and Development Expense	1,137,940	365,899	1,404,762	609,880
Marketing Expense	-	2,731	-	2,731
Payroll Expense	9,078	9,031	18,460	17,733
Rent Expense	960	954	1,944	2,171
Insurance Expense	1,297	13,575	14,514	22,742
	1,320,362	532,191	1,755,509	952,540

		Three months
	Three months ended	ended March 31,
	March 31, 2018	2017
	(Unaudited)	(Unaudited)
	$	$
General and Administrative Expenses
Accounting Fees	7,500	7,500
Audit & Tax Fees	14,564	33,982
Bank Fees	136	263
Consulting Fees	112,152	91,652
Filing and Transfer Agent Fees	90	2,273
Insurance Expense	13,217	9,167
Legal Fees	3,665	11,132
Office and Miscellaneous Expense	2,970	8,350
Payroll Expense	9,382	8,702
Rent Expense	984	1,217
Research and Development Expense (Note 2k, 4)	266,822	243,981
Travel Expenses	3,667	2,130
	435,149	420,349

Six-Month Period Ended June 30, 2018

~~Three-Month~~Our ~~Period~~expenses ~~Ended~~increased ~~March~~by 31approximately 84% during the six months ended June 30, 2018 compared to the same period in 2017. This increase resulted primarily from (a) an increase in consulting expenses and a large increase in research and development expenses that related primarily to an increase in share-based compensation payable to employees engaged in the ongoing research and development activities ; (b) an increase in audit and tax expense recognized in the current fiscal quarter; and (c) mitigation of the expense increases due to (i) a reduction in legal fees; and (ii) a reduction in office and miscellaneous expenses as efforts were made to reduce the incurrence of non-core expenses.

~~Our~~12 expenses increased by approximately 4% during the three months ended March 31, 2018 compared to the same period in 2017. This increase resulted primarily from (a) an increase in consulting expenses and research and development expenses that related to a slight increase in the overall dedication of human resources; (b) an increase in insurance expense which related to a general increase in insurance premiums; and (c) mitigation of the expense reductions due to (i) a decrease in the audit and tax expense recognized in the current fiscal quarter primarily due to timing issues; (ii) a reduction in filing and transfer agent fees due to fewer share issuances; (iii) a reduction in legal fees due to a slower pace of equity financings that typically require the services of legal professionals to implement such transactions; and (iv) a reduction in office and miscellaneous expenses as efforts were made to reduce the incurrence of non-core expenses.

Liquidity And Capital Resources

Working Capital

	March 31, 2018 $	December 31, 2017 $
	June 30, 2018 $	December 31, 2017 $
Total Current Assets	~~349~~187,~~219~~853	255,654
Total Current Liabilities	~~944~~1,~~741~~020,006	860,489
Working Capital (Deficiency)	(~~595~~832,~~522~~153)	(604,835)

While our operations consumed slightly less cash in the first ~~quarter~~half of 2018 as compared to the corresponding ~~quarter~~6 months in 2017, we had much higher stock based compensation expense due to the granting of additional stock options to employees and consultants. While we raised more financing dollars between debt and equity issuances. ~~This~~in ~~enabled~~the anfirst ~~increase~~6 ~~in our~~months ~~overall~~of ~~cash~~2018 ~~position~~compared ~~relative~~ to 2017, ~~our~~we ~~most~~relied ~~recent~~on ~~year~~additional ~~end,~~financing ~~December~~from ~~31,~~current payables that had the ~~2017.~~effect ~~Nonetheless,~~of reducing our ~~current~~overall ~~liabilities~~working ~~continue~~capital. toOverall ~~grow~~we assaw a ~~result~~reduction ofin ~~accrued~~our ~~but~~cash ~~unpaid~~position ~~compensation~~relative ~~owing~~ to ~~senior~~our ~~management~~most ~~and~~recent ~~consultants~~year end, December 31, 2017.

Given that we ~~have~~are aincurring ~~monthly expenditure budget of~~ approximately $~~100~~110,000 ~~assuming~~of ~~that current compensation is, in fact, paid to~~monthly ~~management~~cash ~~and~~operating ~~consultants~~expenses, there is a need to raise additional financing in the short term as current cash balances are not sufficient to sustain our operations. Efforts are ongoing to secure additional convertible debt and equity financing and we are hopeful to realize such transactions imminently.

Recent Financings

On ~~February~~September 1314, 2018, we ~~issued~~granted ~~231,250~~a ~~stock~~total ~~options to one U.S. person (as that term is defined in Regulation S~~ of ~~the~~105,000 ~~Securities Act of~~stock ~~1933,~~options asto ~~amended)~~a ~~and~~consultant. weSuch ~~relied~~options onare ~~the~~exercisable ~~exemption~~at ~~from~~US$0.20 ~~the~~per ~~registration requirements~~share ~~provided~~ for ina period ~~Section 4(2)~~ of ~~the~~5 ~~Securities~~years ~~Act~~subject ofto ~~1933,~~vesting ~~as amended~~provisions.

On ~~March~~September 812, 2018 we ~~issued~~sold ~~one~~2,300,000 ~~convertible~~shares ~~loan~~of inour ~~the face~~common ~~amount~~stock at a price of US$~~350,000~~0.20 toper ~~two~~share ~~accredited~~for ~~investors~~gross ~~who~~proceeds ~~are~~of ~~not~~US$460,000 to seven non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) ~~and~~in wean ~~relied~~offshore ontransaction ~~the~~in ~~exemption~~which ~~from~~we relied on the registration ~~requirements~~ exemption provided for in Regulation S. ~~The convertible loan evidences a debt due on demand that bears interest at a rate of 10% per annum. The holder of the convertible loan may convert part or all of the sums due at any time~~ and ~~from time-to-time, at its discretion, plus accrued interest, into common shares of the Registrant at a conversion price of $0.20 per share~~ /or ~~such~~Section ~~lesser price that the Registrant may issue additional shares to third parties~~ 4(~~the “Conversion Price”~~2), ~~and, on conversion or repayment~~ of ~~the convertible~~ ~~loan,~~ the ~~Registrant~~Securities ~~will~~Act ~~issue warrants~~ of ~~the Registrant in a number that is equal to the amount of the Loan divided by the Conversion price~~1933, ~~exercisable at the Funding Price (~~as ~~defined in the Agreements) per Warrant~~amended.

On ~~May~~September 1014, 2018, we ~~issued~~granted ~~one~~a ~~convertible~~total ~~loan in the face amount~~ of ~~$25~~150,000 ~~to one accredited investor who is not a U.S. person (as that~~stock ~~term~~options isto ~~defined~~an ~~in Regulation S of the Securities Act of 1933, as amended) and we relied on the exemption from the registration requirements provided for in Regulation S~~advisor. ~~The~~Such ~~convertible~~options ~~loan~~are ~~evidences~~exercisable ~~a debt due on demand that bears interest~~ at a rate of 10% per annum. The holder of the convertible loan may convert part or all of the sums due at any time and from time-to-time, at its discretion, plus accrued interest, into common shares of the Registrant at a conversion price of US$0.20 per share orfor ~~such lesser price~~a ~~that~~period ~~the Registrant may issue additional shares to third parties (the “Conversion Price”), and, on conversion or repayment~~ of ~~the~~10 ~~convertible loan,~~years ~~the~~subject ~~Registrant will issue warrants of the Registrant in a number that is equal~~ to ~~the~~vesting ~~amount of the Loan divided by the Conversion price, exercisable at the Funding Price (as defined in the Agreements) per Warrant~~provisions.

On ~~May~~September 1517, 2018, we ~~issued~~granted ~~one convertible loan in the face amount of $37,000 to one accredited investor who is not~~ a ~~U.S.~~total ~~person (as that term is defined in Regulation S~~ of ~~the Securities Act of 1933~~87,500 ~~as amended)~~warrants ~~and we relied on the exemption from the registration requirements~~to ~~provided for in Regulation S. The convertible loan evidences~~ a ~~debt due on demand that bears interest at a rate of 10% per annum~~consultant. ~~The~~Such ~~holder~~warrants ofare ~~the convertible~~exercisable ~~loan may convert part or all of the sums due~~ at ~~any time and from time-to-time, at its discretion, plus accrued interest, into common shares of the Registrant at a conversion price of~~ US$0.20 per share orfor such lesser price that the Registrant may issue additional shares to third parties (the “Conversion Price”), and, on conversion or repayment of the convertible loan, the Registrant will issue warrants of the Registrant in a ~~number~~period ~~that is equal to the amount~~ of ~~the Loan divided by the Conversion price, exercisable at~~ ~~the~~3 ~~Funding Price (as defined in the Agreements) per Warrant~~years.

On May 30, 2018 we issued one convertible loan in the face amount of $50,000 to one accredited investor who is not a U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and we relied on the exemption from the registration requirements provided for in Regulation S. The convertible loan evidences a debt due on demand that bears interest at a rate of 10% per annum. The holder of the convertible loan may convert part or all of the sums due at any time and from time-to-time, at its discretion, plus accrued interest, into common shares of the Registrant at a conversion price of $0.20 per share or such lesser price that the Registrant may issue additional shares to third parties (the “Conversion Price”), and, on conversion or repayment of the convertible loan, the Registrant will issue warrants of the Registrant in a number that is equal to the amount of the Loan divided by the Conversion price, exercisable at the Funding Price (as defined in the Agreements) per Warrant.

On June 14, 2018 we issued one convertible loan in the face amount of $75,000 to one accredited investor who is not a U.S. person (as that term is defined in Regulation S of the Securities Act of 1933, as amended) and we relied on the exemption from the registration requirements provided for in Regulation S. The convertible loan evidences a debt due on demand that bears interest at a rate of 10% per annum. The holder of the convertible loan may convert part or all of the sums due at any time and from time-to-time, at its discretion, plus accrued interest, into common shares of the Registrant at a conversion price of $0.20 per share or such lesser price that the Registrant may issue additional shares to third parties (the “Conversion Price”), and, on conversion or repayment of the convertible loan, the Registrant will issue warrants of the Registrant in a number that is equal to the amount of the Loan divided by the Conversion price, exercisable at the Funding Price (as defined in the Agreements) per Warrant.

On June 22, 2018 we granted a total of 14,400,000 stock options to our directors, officers, employees and consultants. The stock options are exercisable at the exercise price of US$0.20 per share until June 22, 2025 and have various vesting provisions. 12,200,000 of these stock options were granted to thirteen non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) relying on Section 4(2) of the Securities Act of 1933, as amended and/or Rule 506 promulgated pursuant to the Securities Act of 1933, as amended. 2,200,000 of these stock options were granted to three U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) relying on Section 4(2) of the Securities Act of 1933 and/or Rule 506 promulgated pursuant to the Securities Act of 1933.

On July 18, 2018, we granted a total of 360,000 stock options to an advisor. Such options are exercisable at a per share price of US$0.20 for a period of 10 years subject to vesting provisions.

Cash Flows

			Three months
	Six months ended		Six months ended
	Three months ended		ended March 31,
	June 30, 2018		June 30, 2017
	March 31, 2018		2017
	$		$
Net Cash (Used in) Operating Activities	(~~254~~608,~~344~~708	)	(~~323~~620,~~843~~726	)
Net Cash Provided by Financing Activities	~~358~~545,145		~~180~~413,~~000~~500
Net Cash (Used in) Investing Activities	-(625	)	-

Cash (Used in) Operating Activities

The decrease in cash used in operating activities compared to the same period last year is due primarily to ~~reductions~~increased inuse ~~office~~of ~~and~~stock based ~~miscellaneous~~compensation ~~expense~~ as well as ~~legal,~~a ~~audit~~reduction ~~and~~in ~~tax~~regular ~~fees~~overhead ~~and~~expenses ~~filing~~including ~~and~~legal ~~transfer agent~~ fees. ~~Efforts~~and ~~have~~office ~~been~~and ~~made~~miscellaneous ~~to reduce the incurrence of non-core expenditures in order to preserve existing cash balances~~expense.

Cash Provided by Financing Activities

The increase in cash provided by financing activities compared to the same period last year results primarily from an increase in the issuance of convertible debt securities during the first ~~quarter~~half of 2018 ~~compared~~that toexceeded the quantum of equity financing raised during the corresponding period of 2017.

Cash Used in Investing Activities

There was no$625 ~~cash~~ used in orpurchasing ~~provided~~assets ~~by investing activities~~ during the ~~first~~ second quarter of 2018.

Plan of Operation

We are an early-stage company. There exists substantial doubt that we can continue as an on-going business for the next 12 months unless we obtain additional capital to pay our expenses. This is because we have not generated any revenues and no material revenues are anticipated until we further develop our business. There is no assurance we will reach this point.

Our primary objectives for the next twelve month period are to further develop the Technology and to advance the Technology and the related clinical testing. The pace at which we will advance the development of the Technology will depend, in part, on the quantum of additional financing that we are able to raise within the balance of 2018. Once such amount becomes known, we will be in a position to estimate the overall expenditure profile for the ensuing 12 months.

If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we may be forced to cease the operation of our business.

Going Concern

The financial statements accompanying this report have been prepared on a going concern basis, which implies that our company will continue to realize its assets and discharge its liabilities and commitments in the normal course of business. Our company has not generated revenues since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of our company as a going concern is dependent upon the continued financial support from our shareholders, the ability of our company to obtain necessary equity financing to achieve our operating objectives, and the attainment of profitable operations. As at ~~March~~June 3130, 2018, our company has accumulated deficit of $~~(12~~13,~~603~~831,~~465)~~980 since inception. We do not have sufficient working capital to ~~enable~~ enable us to carry out our stated plan of operation for the next 12 months.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted in their report on the financial statements for the year ended December 31, 2017, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

Future Financings

We will require additional financing to fund our planned operations, including further development, clinical testing, regulatory requirements, and commercializing our existing assets. We currently do not have committed sources of additional financing and may not be able to obtain additional financing, particularly, if the volatile conditions in the stock and financial markets, and more particularly, the market for early development stage pharmaceutical company stocks persist.

There can be no assurance that additional financing will be available to us when needed or, if available, that it can be obtained on commercially reasonable terms. If we are not able to obtain the additional financing on a timely basis, if and when it is needed, we will be forced to delay or scale down some or all of our development activities or perhaps even cease the operation of our business.

Since inception we have funded our operations primarily through equity and debt financings and we expect that we will continue to fund our operations through the equity and debt financing. If we raise additional financing by issuing equity securities, our existing stockholders’ ownership will be diluted. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

There is no assurance that we will be able to maintain operations at a level sufficient for an investor to obtain a return on his, her, or its investment in our common stock. Further, we may continue to be unprofitable.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that are material to stockholders.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not Applicable.

ITEM 4. CONTROLS AND PROCEDURES

Disclosure Controls and Procedures

Disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the “Exchange Act”), are our controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is accumulated and communicated to our management, including our Chief Executive Officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure. Rules 13a-15(b) and 15d-15(b) under the Exchange Act, requires us to carry out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of ~~March~~June 3130, 2018. This evaluation was implemented under the supervision and with the participation of our Chief Executive Officer.

Based on this evaluation, management concluded that, as of ~~March~~ 31June 30, 2018, our disclosure controls and procedures are not fully effective. ~~The~~ The ineffectiveness of our disclosure controls and procedures was due to the existence of material weaknesses identified in our annual report on Form 10-K filed with the SEC on June 4, 2018. As we continue to grow we are adding additional personnel in key positions, including accounting, that will enable us to improve our overall control procedures.

Changes in Internal Control over Financial Reporting

During the fiscal quarter ended ~~March~~June 3130, 2018, there were no changes in our internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

We know of no material pending legal proceedings to which our company or our subsidiary is a party or of which any of our properties, or the properties of our subsidiary, is the subject. In addition, we do not know of any such proceedings contemplated by any governmental authorities.

We know of no material proceedings in which any of our directors, officers or affiliates, or any registered or beneficial stockholder is a party adverse to our company or our subsidiary or has a material interest adverse to our company or our subsidiary.

ITEM 1A. RISK FACTORS

An investment in our common stock involves a number of very significant risks. You should carefully consider the following risks and uncertainties in addition to other information in this quarterly report on Form 10-Q in evaluating our company and our business before purchasing shares of our common stock. Our business, operating results and financial condition could be seriously harmed as a result of the occurrence of any of the following risks. You could lose all or part of your investment due to any of these risks. You should invest in our common stock only if you can afford to lose your entire investment.

Risks Related to our Company

The slowing of the worldwide economic growth may reduce our ability to obtain the financing necessary to continue our business and may reduce the number of viable products and businesses that we may wish to acquire. If we cannot raise the funds that we need or find a suitable product or business to acquire, we may go out of business and investors will lose their entire investment in our company.

There has been a downturn in general worldwide economic conditions due to many factors, including the effects of slower economic activity, decreased consumer confidence, reduced corporate profits and capital spending, adverse business conditions, increased unemployment and liquidity concerns. In addition, these economic effects, including the resulting recession in various countries and slowing of the global economy, will likely result in fewer business opportunities as companies face increased financial hardship. Tightening credit and liquidity issues will also result in increased difficulties for our company to raise capital for our continued operations. We may not be able to raise money through the sale of our equity securities or through borrowing funds on terms we find acceptable. If we cannot raise the funds that we need or find a suitable product or business to acquire, we will go out of business. If we go out of business, investors will lose their entire investment in our company.

Our independent auditors have expressed substantial doubt about our ability to continue as a going concern.

We have not generated any revenue from operations since our incorporation. We expect that our operating expenses will increase over the next 12 months as we continue to ramp-up the scope of our business operations and work toward the commercialization of the Technology. We estimate our average monthly expenses over the next 12 months to be approximately $100,000 ($1,200,000 for the ensuing year), which includes the sum of (a) ongoing research and development expenses; (b) general and administrative expenses; and (c) capital asset acquisitions in furtherance of our product development initiatives. On ~~March~~June 3130, 2018, we had cash and cash equivalents of $~~335~~174,~~127~~012. As of ~~March~~June 3130, 2018, we had total current liabilities of $~~944~~1,~~741~~020,006. Accordingly, we currently have negative working capital of $~~609~~832,~~614~~153 with a significant portion of the current liabilities representing salary and consulting fees owing to management and consultants which have been forestalled. If we are unable to meet our financial obligations, we could be forced to restructure or refinance, seek additional equity capital or sell our assets. We might then be unable to obtain such financing or capital or sell our assets on satisfactory terms.

We may need to raise additional funds in the future which may not be available on acceptable terms or at all.

We may consider issuing additional debt or equity securities in the future to fund potential acquisitions or investments, to refinance existing debt, or for general corporate purposes. If we issue equity or convertible debt securities to raise additional funds, our existing stockholders may experience dilution, and the new equity or debt securities may have rights, preferences and privileges senior to those of our existing stockholders. If we incur additional debt, it may increase our leverage relative to our earnings or to our equity capitalization, requiring us to pay additional interest expenses. We may not be able to market such issuances on favorable terms, or at all, in which case, we may not be able to develop or enhance our products, execute our business plan, take advantage of future opportunities, or respond to competitive pressures or unanticipated customer requirements.

We are an early-stage company with a limited operating history, which may hinder our ability to successfully meet our objectives.

We are an early-stage company with only a limited operating history upon which to base an evaluation of our current business and future prospects. As a result, the revenue and income potential of our business is unproven. In addition, because of our limited operating history, we have limited insight into trends that may emerge and affect our business. Errors may be made in predicting and reacting to relevant business trends and we will be subject to the risks, uncertainties and difficulties frequently encountered by early-stage companies in evolving markets. We may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause our business, results of operations and financial condition to suffer.

Because our directors and officers are not all residents of the United States, investors may find it difficult to enforce, within the United States, any judgments obtained against our directors and officers.

Our directors and officer are not all residents of the United States, and all or a substantial portion of their assets are located outside the United States. As a result, it may be difficult for investors to enforce within the United States any judgments obtained against our directors and officers, including judgments predicated upon the civil liability provisions of the securities laws of the United States or any state thereof.

If we are unable to successfully recruit and retain qualified personnel, we may not be able to continue our operations.

In order to successfully implement and manage our business plan, we will depend upon, among other things, successfully recruiting and retaining qualified personnel having experience in the pharmaceutical industry. Competition for qualified individuals is intense. We may not be able to find, attract and retain qualified personnel on acceptable terms. If we are unable to find, attract and retain qualified personnel with technical expertise, our business operations could suffer.

Future growth could strain our resources, and if we are unable to manage our growth, we may not be able to successfully implement our business plan.

We hope to experience rapid growth in our operations, which will place a significant strain on our management, administrative, operational and financial infrastructure. Our future success will depend in part upon the ability of our executive officers to manage growth effectively. This will require that we hire and train additional personnel to manage our expanding operations. In addition, we must continue to improve our operational, financial and management controls and our reporting systems and procedures. If we fail to successfully manage our growth, we may be unable to execute upon our business plan.

Risks Relating to our Operations in Israel

Conditions in Israel and the surrounding Middle East may materially adversely affect our Subsidiary’s operations and personnel.

Our Subsidiary has significant operations in Israel, including research and development. Since the establishment of the State of Israel in 1948, a number of armed conflicts and terrorist acts have taken place, which in the past, and may in the future, lead to security and economic problems for Israel. In addition, certain countries in the Middle East adjacent to Israel, including Egypt and Syria, recently experienced and some continue to experience political unrest and instability marked by civil demonstrations and violence, which in some cases resulted in the replacement of governments and regimes. Current and future conflicts and political, economic and/or military conditions in Israel and the Middle East region may affect our operations in Israel. The exacerbation of violence within Israel or the outbreak of violent conflicts involving Israel may impede our Subsidiary’s ability to engage in research and development, or otherwise adversely affect its business or operations. In addition, our Subsidiary’s employees in Israel may be required to perform annual mandatory military service and are subject to being called to active duty at any time under emergency circumstances. The absence of these employees may have an adverse effect on our Subsidiary’s operations. Hostilities involving Israel may also result in the interruption or curtailment of trade between Israel and its trading partners, which could materially adversely affect our results of operations.

The ability of our Subsidiary to pay dividends is subject to limitations under Israeli law and dividends paid and loans extended by our Subsidiary may be subject to taxes.

The ability of our Subsidiary to pay dividends is governed by Israeli law, which provides that dividends may be paid by an Israeli corporation only out of its earnings as defined in accordance with the Israeli Companies Law of 1999, provided that there is no reasonable concern that such payment will cause such subsidiary to fail to meet its current and expected liabilities as they come due. Cash dividends paid by an Israeli corporation to United States resident corporate parents are subject to provisions of the Convention for the Avoidance of Double Taxation between Israel and the United States, which may result in our Subsidiary having to pay taxes on any dividends it declares.

Risks Relating to the Pharmaceutical Business

If we are unable to successfully acquire, develop or commercialize new products, our operating results will suffer.

Our future results of operations will depend to a significant extent upon our ability to successfully develop and commercialize new products and businesses in a timely manner. There are numerous difficulties in, developing and commercializing new products, including:

• there are still major developmental steps required to bring the product to a clinical testing stage; • clinical testing may not be positive; • developing, testing and manufacturing products in compliance with regulatory standards in a timely manner; • failure to receive requisite regulatory approvals for such products in a timely manner or at all; • developing and commercializing a new product is time consuming, costly and subject to numerous factors, including legal actions brought by our competitors, that may delay or prevent the development and commercialization of new products; • incomplete, unconvincing or equivocal clinical trials data; • experiencing delays or unanticipated costs;

~~clinical~~18 ~~testing may not be positive;~~

~~developing,~~• ~~testing~~significant and ~~manufacturing~~unpredictable ~~products~~changes in ~~compliance~~the ~~with regulatory~~payer ~~standards~~landscape, incoverage and reimbursement for our products; • experiencing delays as a ~~timely~~result ~~manner~~of limited resources at regulatory agencies; and • changing review and approval policies and standards at regulatory agencies.

failure to receive requisite regulatory approvals for such products in a timely manner or at all;

developing and commercializing a new product is time consuming, costly and subject to numerous factors, including legal actions brought by our competitors, that may delay or prevent the development and commercialization of new products;

incomplete, unconvincing or equivocal clinical trials data;

experiencing delays or unanticipated costs;

significant and unpredictable changes in the payer landscape, coverage and reimbursement for our products;

experiencing delays as a result of limited resources at regulatory agencies; and

changing review and approval policies and standards at regulatory agencies.

As a result of these and other difficulties, products in development by us may or may not receive timely regulatory approvals, or approvals at all, necessary for marketing by us or other third-party partners. If any of our products are not approved in a timely fashion or, when acquired or developed and approved, cannot be successfully manufactured, commercialized or reimbursed, our operating results could be adversely affected. We cannot guarantee that any investment we make in developing products will be recouped, even if we are successful in commercializing those products.

Our expenditures may not result in commercially successful products.

We cannot be sure our business expenditures will result in the successful acquisition, development or launch of products that will prove to be commercially successful or will improve the long-term profitability of our business. If such business expenditures do not result in successful acquisition, development or launch of commercially successful brand products our results of operations and financial condition could be materially adversely affected.

Third parties may claim that we infringe their proprietary rights and may prevent us from manufacturing and selling some of our products.

The manufacture, use and sale of new products that are the subject of conflicting patent rights have been the subject of substantial litigation in the pharmaceutical industry. These lawsuits relate to the validity and infringement of patents or proprietary rights of third parties. Litigation may be costly and time-consuming, and could divert the attention of our management and technical personnel. In addition, if we infringe on the rights of others, we could lose our right to develop, manufacture or market products or could be required to pay monetary damages or royalties to license proprietary rights from third parties. Although the parties to patent and intellectual property disputes in the pharmaceutical industry have often settled their disputes through licensing or similar arrangements, the costs associated with these arrangements may be substantial and could include ongoing royalties. Furthermore, we cannot be certain that the necessary licenses would be available to us on commercially reasonable terms, or at all. As a result, an adverse determination in a judicial or administrative proceeding or failure to obtain necessary licenses could prevent us from manufacturing and selling our products, and could have a material adverse effect on our business, results of operations, financial condition and cash flows.

Extensive industry regulation has had, and will continue to have, a significant impact on our business, especially our product development, manufacturing and distribution capabilities.

All pharmaceutical companies are subject to extensive, complex, costly and evolving government regulation. For the U.S., this is principally administered by the FDA and to a lesser extent by the DEA and state government agencies, as well as by varying regulatory agencies in foreign countries where products or product candidates are being manufactured and/or marketed. The Federal Food, Drug and Cosmetic Act, the Controlled Substances Act and other federal statutes and regulations, and similar foreign statutes and regulations, govern or influence the testing, manufacturing, packing, labeling, storing, record keeping, safety, approval, advertising, promotion, sale and distribution of our products.

Under these regulations, we may become subject to periodic inspection of our facilities, procedures and operations and/or the testing of our products by the FDA, the DEA and other authorities, which conduct periodic inspections to confirm that we are in compliance with all applicable regulations. In addition, the FDA and foreign regulatory agencies conduct pre-approval and post-approval reviews and plant inspections to determine whether our systems and processes are in compliance with GMP and other regulations. Following such inspections, the FDA or other agency may issue observations, notices, citations and/or warning letters that could cause us to modify certain activities identified during the inspection. FDA guidelines specify that a warning letter is issued only for violations of “regulatory significance” for which the failure to adequately and promptly achieve correction may be expected to result in an enforcement action. We may also be required to report adverse events associated with our products to the FDA and other regulatory authorities. Unexpected or serious health or safety concerns would result in labeling changes, recalls, market withdrawals or other regulatory actions.

The range of possible sanctions includes, among others, FDA issuance of adverse publicity, product recalls or seizures, fines, total or partial suspension of production and/or distribution, suspension of the FDA’s review of product applications, enforcement actions, injunctions, and civil or criminal prosecution. Any such sanctions, if imposed, could have a material adverse effect on our business, operating results, financial condition and cash flows. Under certain circumstances, the FDA also has the authority to revoke previously granted drug approvals. Similar sanctions as detailed above may be available to the FDA under a consent decree, depending upon the actual terms of such decree. If internal compliance programs do not meet regulatory agency standards or if compliance is deemed deficient in any significant way, it could materially harm our business.

The product would be licensed for sale in the EU through an EC certification process, frequently shorthanded as “CE Mark” under the IVDD 98/79/EC. It is possible that general controls are sufficient and a conformity assessment of a QMS would be sufficient to support clinical testing in the EU. If a Notified Body must be used, the CE Marking process has two stages: a certification of the manufacturer’s QMS (ability to safely develop devices) and the certification of the device performance and safety itself. Regulatory approval may be delayed, limited or denied for a number of reasons, including insufficient clinical data, the product not meeting safety or efficacy requirements or any relevant manufacturing processes or facilities not meeting applicable requirements.

Further trials and other costly and time-consuming assessments of the product may be required to obtain or maintain regulatory approval. We may be required to conduct additional trials beyond those currently planned, which could require significant time and expense.

The diagnostic industry is highly competitive.

The diagnostic industry has an intensely competitive environment that will require an ongoing, extensive search for technological innovations and the ability to market products effectively, including the ability to communicate the effectiveness, safety and value of products to healthcare professionals in private practice, group practices and payers in managed care organizations, group purchasing organizations and Medicare & Medicaid services. We are smaller than almost all of our competitors. Most of our competitors have been in business for a longer period of time than us, have a greater number of products on the market and have greater financial and other resources than we do. Furthermore, recent trends in this industry are toward further market consolidation of large drug companies into a smaller number of very large entities, further concentrating financial, technical and market strength and increasing competitive pressure in the industry. If we directly compete with them for the same markets and/or products, their financial strength could prevent us from capturing a profitable share of those markets. It is possible that developments by our competitors will make any products or technologies that we acquire non-competitive or obsolete.

Even if our product candidates receive regulatory approval, they may still face future development and regulatory difficulties.

Even if U.S. regulatory approval or clearance is obtained, the FDA can impose significant restrictions on a product’s indicated uses or marketing or may impose ongoing requirements for potentially costly post-approval studies. Any of these restrictions or requirements could adversely affect our potential product revenues. Our product candidates will also be subject to ongoing FDA requirements for the labeling, packaging, storage, advertising, promotion, record-keeping and submission of safety and other post-market information on the drug. In addition, approved products, manufacturers and manufacturers’ facilities are subject to continual review and periodic inspections. If a regulatory agency discovers previously unknown problems with a product, such as adverse events of unanticipated severity or frequency, or problems with the facility where the product is manufactured, a regulatory agency may impose restrictions on that product or us, including requiring withdrawal of the product from the market. If our product candidates fail to comply with applicable regulatory requirements, such as current Good Manufacturing Practices, or “CGMPs”, a regulatory agency may:

~~issue~~20 ~~warning letters or untitled letters;~~

• issue warning letters or untitled letters; • require us to enter into a consent decree, which can include imposition of various fines, reimbursements for inspection costs, required due dates for specific actions and penalties for noncompliance; • impose other civil or criminal penalties; • suspend regulatory approval; • suspend any ongoing clinical trials; • refuse to approve pending applications or supplements to approved applications filed by us; • impose restrictions on operations, including costly new manufacturing requirements; or • seize or detain products or require a product recall.

impose other civil or criminal penalties;

suspend regulatory approval;

suspend any ongoing clinical trials;

refuse to approve pending applications or supplements to approved applications filed by us;

impose restrictions on operations, including costly new manufacturing requirements; or

seize or detain products or require a product recall.

Our commercialization efforts will be greatly dependent upon our ability to demonstrate product efficacy in clinical trials. Laboratories will be reluctant to order our products, and medical practitioners will be reluctant to prescribe our products, without compelling supporting data. The failure to demonstrate efficacy in our clinical trials, or a delay or failure to complete our clinical trials, would have a material adverse effect on our business, prospects, financial condition and operating results.

Our failure to convince medical practitioners to use our technologies will limit our revenue and profitability.

If we, or our commercialization partners, fail to convince medical practitioners to prescribe products using our technologies, we will not be able to sell our products or license our technologies in sufficient volume for our business to become profitable. We will need to make leading physicians aware of the benefits of products using our technologies through published papers, presentations at scientific conferences and favorable results from our clinical studies. Our failure to be successful in these efforts would make it difficult for us to convince medical practitioners to prescribe products using our technologies for their patients. Failure to convince medical practitioners to prescribe our products will damage our commercialization efforts and would have a material adverse effect on our business, prospects, financial condition and operating results.

We may not be able to market or generate sales of our products to the extent anticipated.

Assuming that we are successful in receiving regulatory clearances to market any of our products, our ability to successfully penetrate the market and generate sales of those products may be limited by a number of factors, including the following:

• Certain of our competitors in the field have already received regulatory approvals for and have begun marketing similar products, which may result in greater physician awareness of their products as compared to ours; • Information from our competitors or the academic community indicating that current products or new products are more effective than our products could, if and when it is generated, impede our market penetration or decrease our existing market share; • The price for our products, as well as pricing decisions by our competitors, may have an effect on our revenues; and • Our revenues may diminish if third-party payers, including private health coverage insurers and health maintenance organizations, do not provide adequate coverage or reimbursement for our products.

Information from our competitors or the academic community indicating that current products or new products are more effective than our products could, if and when it is generated, impede our market penetration or decrease our existing market share;

The price for our products, as well as pricing decisions by our competitors, may have an effect on our revenues; and

Our revenues may diminish if third-party payers, including private health coverage insurers and health maintenance organizations, do not provide adequate coverage or reimbursement for our products.

If any of our future marketed products were to experience problems related to their efficacy, safety, or otherwise, or if new, more effective treatments were to be introduced, our revenues from such marketed products could decrease.

If any of our current or future marketed products become the subject of problems, including those related to, among others:

• efficacy or safety concerns with the products, even if not justified; • regulatory proceedings subjecting the products to potential recall; • publicity affecting doctor prescription or patient use of the product; • pressure from competitive products; or • introduction of more effective tests.

regulatory proceedings subjecting the products to potential recall;

publicity affecting doctor prescription or patient use of the product;

pressure from competitive products; or

introduction of more effective tests.

Our revenues from such marketed products could decrease. For example, efficacy or safety concerns may arise, whether or not justified, that could lead to the recall or withdrawal of such marketed products. In the event of a recall or withdrawal of a product, our revenues would significantly decline.

Risks Relating to our Common Stock

If we issue additional shares in the future, it will result in the dilution of our existing shareholders.

Our articles of incorporation authorize the issuance of up to 500,000,000 shares of common stock with a par value of $0.001 per share and 20,000,000 shares of preferred stock with a par value of $0.001 per share. Our board of directors may choose to issue some or all of such shares to acquire one or more companies or products and to fund our overhead and general operating requirements. The issuance of any such shares will reduce the book value per share and may contribute to a reduction in the market price of the outstanding shares of our common stock. If we issue any such additional shares, such issuance will reduce the proportionate ownership and voting power of all current shareholders. Further, such issuance may result in a change of control of our corporation.

Trading of our stock is restricted by the Securities Exchange Commission’s penny stock regulations, which may limit a stockholder’s ability to buy and sell our common stock.

The Securities and Exchange Commission has adopted regulations which generally define “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the Securities and Exchange Commission, which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules; the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in and limit the marketability of our common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, the Financial Industry Regulatory Authority (known as “FINRA”) has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

Our common stock is illiquid and the price of our common stock may be negatively impacted by factors which are unrelated to our operations.

Although our common stock is currently listed for quotation on the OTC Markets Pink Sheets, there is no market for our common stock. Even when a market is established and trading begins, trading through the OTC Markets Pink Sheets is frequently thin and highly volatile. There is no assurance that a sufficient market will develop in our stock, in which case it could be difficult for shareholders to sell their stock. The market price of our common stock could fluctuate substantially due to a variety of factors, including market perception of our ability to achieve our planned growth, quarterly operating results of our competitors, trading volume in our common stock, changes in general conditions in the economy and the financial markets or other developments affecting our competitors or us. In addition, the stock market is subject to extreme price and volume fluctuations. This volatility has had a significant effect on the market price of securities issued by many companies for reasons unrelated to their operating performance and could have the same effect on our common stock.

We do not intend to pay dividends on any investment in the shares of stock of our company.

We have never paid any cash dividends and currently do not intend to pay any dividends for the foreseeable future. Because we do not intend to declare dividends, any gain on an investment in our company will need to come through an increase in the stock’s price. This may never happen and investors may lose all of their investment in our company.

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

On ~~March~~September 87, 2018 we ~~issued~~sold ~~one~~2,300,000 ~~convertible~~shares ~~loan~~of inour ~~the face~~common ~~amount~~stock at a price of US$~~350,000~~0.20 toper ~~two~~share ~~accredited~~for ~~investors~~gross ~~who~~proceeds ~~are~~of ~~not~~US$460,000 to seven non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) ~~and~~in wean ~~relied~~offshore ontransaction ~~the~~in ~~exemption~~which ~~from~~we relied on the registration ~~requirements~~ exemption provided for in Regulation S. ~~The convertible loan evidences a debt due on demand that bears interest at a rate of 10% per annum. The holder of the convertible loan may convert part or all of the sums due at any time~~ and ~~from time-to-time, at its discretion, plus accrued interest, into common shares of the Registrant at a conversion price of $0.20 per share~~ /or ~~such~~Section ~~lesser price that the Registrant may issue additional shares to third parties~~ 4(~~the “Conversion Price”~~2), ~~and, on conversion or repayment~~ of ~~the convertible~~ ~~loan,~~ the ~~Registrant~~Securities ~~will~~Act ~~issue warrants~~ of ~~the Registrant in a number that is equal to the amount of the Loan divided by the Conversion price~~1933, ~~exercisable at the Funding Price (~~as ~~defined in the Agreements) per Warrant~~amended.

On ~~May~~September 1012, 2018, we ~~issued~~granted ~~one~~a ~~convertible~~total ~~loan in the face amount~~ of ~~$25~~150,000 ~~to one accredited investor who is not a U.S. person (as that~~stock ~~term~~options isto ~~defined~~an ~~in Regulation S of the Securities Act of 1933, as amended) and we relied on the exemption from the registration requirements provided for in Regulation S~~advisor. ~~The~~Such ~~convertible~~options ~~loan~~are ~~evidences~~exercisable ~~a debt due on demand that bears interest~~ at a rate of 10% per annum. The holder of the convertible loan may convert part or all of the sums due at any time and from time-to-time, at its discretion, plus accrued interest, into common shares of the Registrant at a conversion price of US$0.20 per share orfor ~~such lesser price~~a ~~that~~period ~~the Registrant may issue additional shares to third parties (the “Conversion Price”), and, on conversion or repayment~~ of ~~the~~10 ~~convertible loan,~~years ~~the~~subject ~~Registrant will issue warrants of the Registrant in a number that is equal~~ to ~~the~~vesting ~~amount of the Loan divided by the Conversion price, exercisable at the Funding Price (as defined in the Agreements) per Warrant~~provisions.

On ~~May~~September 1517, 2018, we ~~issued~~granted ~~one convertible loan in the face amount of $37,000 to one accredited investor who is not~~ a ~~U.S.~~total ~~person (as that term is defined in Regulation S~~ of ~~the Securities Act of 1933~~87,500 ~~as amended)~~warrants ~~and we relied on the exemption from the registration requirements~~to ~~provided for in Regulation S. The convertible loan evidences~~ a ~~debt due on demand that bears interest at a rate of 10% per annum~~consultant. ~~The~~Such ~~holder~~warrants ofare ~~the convertible~~exercisable ~~loan may convert part or all of the sums due~~ at ~~any time and from time-to-time, at its discretion, plus accrued interest, into common shares of the Registrant at a conversion price of~~ US$0.20 per share orfor such lesser price that the Registrant may issue additional shares to third parties (the “Conversion Price”), and, on conversion or repayment of the convertible loan, the Registrant will issue warrants of the Registrant in a ~~number~~period ~~that is equal to the amount~~ of ~~the Loan~~ ~~divided~~3 ~~by the Conversion price, exercisable at the Funding Price (as defined in the Agreements) per Warrant~~years.

On June 22, 2018 we granted 12,200,000 of these stock options to thirteen non-U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933, as amended) relying on Section 4(2) of the Securities Act of 1933, as amended and/or Rule 506 promulgated pursuant to the Securities Act of 1933, as amended.

On June 22, 2018, we granted 2,200,000 of these stock options to three U.S. persons (as that term is defined in Regulation S of the Securities Act of 1933) relying on Section 4(2) of the Securities Act of 1933 and/or Rule 506 promulgated pursuant to the Securities Act of 1933.

On July 18, 2018, we granted a total of 360,000 stock options to an advisor. Such options are exercisable at a per share price of US$0.20 for a period of 10 years subject to vesting provisions.

All the proceeds of the various financings were used for working capital.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4. MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5. OTHER INFORMATION

None.

ITEM 6. EXHIBITS

Exhibits required by Item 601 of Regulation S-K:

Exhibit Number	Description
(2)	Plan of acquisition, reorganization, arrangement, liquidation or succession
2.1	License and Research Funding Agreement dated July 25, 2012 between Ramot at Tel Aviv University Ltd. and Savicell Diagnostic Ltd. (portions of the exhibit has been omitted pursuant to a request for confidential treatment) (incorporated by reference to an exhibit to a current report on Form 8-K filed July 16, 2013)
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference to an exhibit to a registration statement on Form S-1 filed on August 10, 2010)
3.2	Bylaws (incorporated by reference to an exhibit to a registration statement on Form S-1 filed on August 10, 2010)
(10)	Material Contracts
10.1	Loan Terms Agreement dated February 13, 2012 with Ori Ackerman (incorporated by reference to an exhibit to a current report on Form 8-K filed February 13, 2012)
10.2	Form of Subscription Agreement for Non-US Subscribers (incorporated by reference to an exhibit to a current report on Form 8-K filed May 24, 2012)
10.3	Form of Subscription Agreement for US Subscribers (incorporated by reference to an exhibit to a current report on Form 8-K filed May 24, 2012)
10.4	Form of Shares for Debt Agreement for Canadian Subscribers (incorporated by reference to an exhibit to a current report on Form 8-K filed July 18, 2012)
10.5	Warrant Agreement dated July 25, 2012 between Savicell Diagnostic Ltd. and Ramot at Tel Aviv University Ltd. (incorporated by reference to an exhibit to a current report on Form 8-K filed August 19, 2013)
10.6	Employment Agreement with Giora Davidovits dated September 1, 2012 (incorporated by reference to an exhibit to a current report on Form 8-K filed September 19, 2012)
10.7	Form of Conversion and Participation Rights Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 1, 2012)
10.8	Employment Agreement with Eyal Davidovits dated October 30, 2012 (incorporated by reference to an exhibit to a current report on Form 8-K filed November 5, 2012)
10.9	Form of Debt Conversion Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 16, 2012)
10.10	Form of Offshore Debt Conversion Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 16, 2012)
10.11	Form of Canadian Debt Conversion Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed November 16, 2012)
10.12	Form of Debt Conversion Option Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed April 22, 2015)
10.13	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed April 22, 2015)
10.14	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed June 2, 2015)
10.15	Shares for Debt Acknowledgement and Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed June 2, 2015)
10.16	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed July 9, 2015)
10.17	Form of Board of Advisors Consulting Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed August 26, 2015)
10.18	Form of Stock Option Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed August 26, 2015)

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Exhibit Number	Description
10.12	Form of Debt Conversion Option Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed April 22, 2015)
10.13	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed April 22, 2015)
10.14	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed June 2, 2015)
10.15	Shares for Debt Acknowledgement and Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed June 2, 2015)
10.16	Form of Private Placement Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed July 9, 2015)
10.17	Form of Board of Advisors Consulting Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed August 26, 2015)
10.18	Form of Stock Option Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed August 26, 2015)
10.19	Form of Convertible Note and Warrant Subscription Agreement (incorporated by reference to an exhibit to a current report on Form 8-K filed on April 13, 2018)
(21)	Subsidiaries
21.1	Savicell Diagnostic Ltd. our approximately 86.65% subsidiary incorporated in Israel
(31)	Rule 13a-14 Certifications
31.1*	Certification pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 of Giora Davidovits
(32)	Section 1350 Certifications
32.1*	Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 of Giora Davidovits
(101)	XBRL
101.INS*	XBRL INSTANCE DOCUMENT
101.SCH*	XBRL TAXONOMY EXTENSION SCHEMA
101.CAL*	XBRL TAXONOMY EXTENSION CALCULATION LINKBASE
101.DEF*	XBRL TAXONOMY EXTENSION DEFINITION LINKBASE
101.LAB*	XBRL TAXONOMY EXTENSION LABEL LINKBASE
101.PRE*	XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE

*Filed herewith.

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

/s/ Giora Davidovits Giora Davidovits Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer)

~~September~~November 416, 2018

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Filing Compare · SAVICELL Corp