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

FORM 10-K

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

For the fiscal year ended: December 31, ~~2017~~2018

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from ~~__________________to~~__________________ to __________________

Commission file number: 000-54394

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

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

~~3120 S~~P. ~~Durango Dr~~O. ~~Suite~~Box ~~305~~1080, ~~Las~~10 ~~Vegas~~Stevens Street, ~~Nevada~~Andover, MA ~~89117~~01810-3572 (Address of principal executive offices and Zip Code)

Registrant’s telephone number, including area code: ~~702~~978-~~579~~886-~~7900~~1071

Securities registered pursuant to Section 12(b) of the Act

Title of each class Name of Exchange on which registered ~~________________________________ _____________________________________~~

Securities registered pursuant to Section 12(g) of the Act

Common Stock with a par value of $0.001 per share
(Title of Class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
[ ] Yes [X] No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
[ ] Yes [X] No

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.
[X] Yes [ ] 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).
[X] Yes [ ] No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. [ ]

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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

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

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
[ ] Yes [X] No

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant’s most recently completed second fiscal quarter.

As of June 30, ~~2017~~2018, the last business day of the registrant’s most recently completed second fiscal quarter the aggregate market value of the voting and non-voting common stock held by non-affiliates of the registrant was approximately $1315,~~480~~707,~~878~~770.80, based on 6778,~~404~~538,~~388~~854 shares of common stock held by non-affiliates and last sale on June 30, ~~2017~~2018 being $0.20 per share. (June 30, 2018 total shares outstanding as at that date)

APPLICABLE ONLY TO CORPORATE REGISTRANTS

Indicate the number of shares outstanding of each of the registrant’s classes of common stock, as of the latest practicable date. ~~119~~125,~~644~~865,~~587~~122 shares of common stock as at April 241, ~~2018~~2019.

DOCUMENTS INCORPORATED BY REFERENCE

List hereunder the following documents if incorporated by reference and the Part of the Form 10-K (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) Any annual report to security holders; (2) Any proxy or information statement; and (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933. The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1980). Not Applicable

TABLE OF CONTENTS

PART I	1
ITEM 1. BUSINESS	1
ITEM 1A. RISK FACTORS.	810
ITEM 1B. UNRESOLVED STAFF COMMENTS	1517
ITEM 2. PROPERTIES	1517
ITEM 3. LEGAL PROCEEDINGS.	1617
ITEM 4. MINE SAFETY DISCLOSURES	1617
PART II	1618
ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES.	1618
ITEM 6. SELECTED FINANCIAL DATA.	1819
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS	18
ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.	19
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.	22
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK	25
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.	2225
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE	22
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.	28
ITEM 9A. CONTROL AND PROCEDURES	2436
ITEM 9B OTHER INFORMATION	2537
PART III	2537
ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.	2537
ITEM 11. EXECUTIVE COMPENSATION.	2840
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.	3143
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE.	32
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE	45
ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.	3346
ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.	3447
SIGNATURES	3649

iii

PART I

Forward Looking Statements

This annual report on Form 10-K 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-K 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 a large unmet need in cancer diagnostics exists in early diagnosis and 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 a large unmet need in cancer diagnostics exists in early diagnosis and 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 company’s 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 annual report on Form 10-K and unless otherwise indicated, the terms “we”, “us” and “our” refer to Online Disruptive Technologies, Inc., our subsidiary, Savicell Diagnostic Ltd., an Israeli corporation (the “Subsidiary” or “Savicell”). Unless otherwise specified, all dollar amounts are expressed in United States dollars.

ITEM 1. BUSINESS

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. (“RSE”) 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 RSE.

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 MATAM Advanced Technology Park, Building #23, Haifa, 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, Savicell 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 (“Sublicense Receipt”);

	(d)	issue warrants (the “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 the License Agreement, we are focused entirely on the development of Savicell.

Savicell

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

~~Initially,~~This ~~Savicell~~field isof ~~focused~~“immunometabolism” onis ~~the~~rapidly ~~multibillion-dollar cancer~~emerging ~~diagnosis~~as ~~market.~~a ~~Savicell~~focus of ~~deploys~~the ~~Well-Shield™~~pharmaceutical ~~technology~~industry, given that a ~~Liquid ImmunoBiopsy™~~normal ~~diagnostic~~metabolic ~~platform.~~state Inof ~~contrast~~the immune tosystem ~~existing~~is ~~technologies~~linked ~~that evaluate~~to ~~secretions~~its ofability ~~cancer~~to ~~cells,~~combat ~~Well-Shield’s~~infectious ~~ImmunoBiopsy~~disease ~~platform~~and cancer. ~~receives~~There ~~data~~are ~~directly~~growing ~~from~~publications linking the the spectrum of immune system. metabolic ~~Importantly,~~states ~~Well-Shield~~as ~~is different~~a inbasis ~~that~~for itcategorising ishuman adisease1. ~~functional~~Despite several ~~test~~emerging ~~measuring~~companies ~~the~~in ~~metabolic~~this ~~activation profile~~new offield ~~the~~focusing ~~immune~~on ~~system~~therapeutic asapproaches to animmunometabolism, ~~indicator~~Savicell ofis ~~disease~~at ~~status.~~the Asforefront anas ~~immune system~~the ~~test,~~only itcompany iscurrently focused ~~inherently~~on ~~suited~~developing ~~for~~diagnostics ~~early~~in ~~detection~~this new space.

The ~~technology~~Savicell ~~has~~platform ~~now~~is ~~received~~a ~~intellectual~~non-invasive ~~property~~blood test designed for ~~protection~~the ~~with~~early adetection ~~patent~~of ~~approved~~disease, infalling within the ~~United~~Liquid ~~States~~Biopsy market. Savicell has developed its core competence in advanced data analytics, ~~China~~building and training algorithms on libraries of patient samples to create a platform with applications for cancer, ~~Japan~~autoimmune diseases, and ~~Europe~~infectious diseases. The ~~Furthermore~~Company’s initial focus is on early diagnosis of cancer, specifically lung cancer, where the ~~patent~~company ~~process~~has ispeer ~~ongoing~~review published2 the promising results of its initial 200 subject study which yielded 91% sensitivity and 80% specificity in ~~several~~a ~~other~~20-fold ~~countries~~cross-validation. Beyond detection, the Company sees additional applications of the platform in drug response monitoring for therapies that impact immune response. Immunotherapy, both for treating cancer and autoimmune diseases, is an example of an area where metabolic shift profiles could indicate effective response to drug treatment.

~~Disease~~Initially, ~~intrusion~~Savicell ~~and~~is ~~cell~~focused ~~malformation,~~on ~~including~~the multibillion-dollar cancer, ~~are first~~diagnosis ~~detected~~market. bySavicell ~~the~~deploys ~~immune~~Well-Shield™ ~~system~~technology, ~~which~~a ~~energizes~~Liquid ImmunoBiopsy™ todiagnostic ~~rid~~platform. ~~the~~In ~~body~~contrast ofto ~~the malignancy.~~existing ~~The~~liquid ~~initial~~biopsy technologies ~~immune~~that ~~response~~evaluate tosecretions ~~disease~~of iscancer ~~intricate~~cells, ~~deploying~~Well-Shield’s ~~different~~ImmunoBiopsy ~~metabolic~~platform ~~pathways~~derives ~~and~~data ~~subtypes~~directly offrom ~~cells.~~the ~~The~~immune ~~Well-ShieldTM~~system, which the ~~technology~~Company isbelieves ~~designed~~will toprovide ~~detect~~earlier ~~and~~detection ~~interpret~~than ~~these~~that ~~differential~~available ~~metabolic~~from ~~responses.~~existing approaches looking for cancer secretion.

~~The~~Disease ~~Savicell~~intrusion ~~vision~~and iscell tomalformation, ~~develop~~including ~~and~~cancer, ~~commercialize~~are first adetected ~~line~~by the immune system, which energizes to rid the body of the ~~patient-friendly~~malignancy. ~~blood~~The ~~tests~~initial ~~that~~immune ~~enable~~response ~~early~~to ~~diagnosis,~~disease ~~staging~~is intricate, deploying different metabolic pathways and subtypes of cells. An important function of ~~monitoring,~~immune ~~thereby~~system ~~saving~~metabolic ~~lives~~change is to modulate cell fate and ~~ensuring~~function, ~~appropriate~~thus influencing ~~treatment~~immune response outcome3,4. ~~Cancer~~The Savicell Well-Shield™ technology is designed to detect and interpret these differential metabolic ~~our~~responses ~~initial~~as ~~focus~~an immune system test for early detection.

The technology has now received intellectual property protection with a patent approved in the United States, Europe, China and Japan. Expansion of patent registration continues in other countries. 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 the Company’s initial focus.

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 globally, with more than 20 million ~~new~~ new cases ~~predicted~~forecast inannually by 2025, compared to 12 million in 2008. Early detection of cancer is ~~very important~~vital, ~~because~~as it can ~~improve~~drive improved survival 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~~4 times with early diagnosis and before cancer has spread. Unfortunately, to date, the majority of cancer patients are diagnosed at later stages.

~~While~~Whilst surgical biopsies ~~are~~remain the ~~norm~~normal route for confirmation of presence of cancer, they are not ideally suited for early detection as well as being invasive and expensive. The need for simpler, non-invasive and more efficient processes for cancer detection has incentivized companies ~~some~~to 38work ~~companies~~on increating ~~the~~liquid ~~United~~biopsies ~~States~~– tothat ~~work~~is, ona diagnostic test ~~creating~~designed ~~liquid~~to replicate invasive biopsies. Inor imaging procedures, although only requiring a ~~2015~~blood ~~report,~~draw ~~investment~~or ~~bank~~urine ~~Piper~~sample ~~Jaffray~~– ~~valued~~a non-invasive biopsy known as liquid ~~the~~biopsy. The potential market for liquid biopsies has been forecast at $29 billion in the United States ~~alone~~ alone5.

~~Using~~Liquid ~~technologies~~biopsies ~~based~~are onfocused in several key areas, including assessing circulating tumor cells, exosomes, and circulating tumor nucleic acids,. ~~liquid~~Liquid biopsy companies are making progress in developing products that have advantages versus current diagnostic technologies~~. However~~, ithowever, ~~appears~~technical challenges ~~more~~remain ~~likely~~still ~~that~~for ~~these~~detecting ~~types~~early-stage ofcancers ~~liquid~~and ~~biopsy~~early ~~technologies~~cancer ~~best~~screening. ~~support~~In ~~late~~contrast, ~~stage~~Savicell’s ~~cancers,~~“Well-Shield” patented ImmunoBiopsy platform is unique in the Liquid Biopsy market with ~~technical~~its ~~challenges~~focus ~~remaining~~on ~~for~~using the metabolic profile of the immune system as an early~~-stage~~ ~~cancers~~warning ~~and~~system to provide for detection of early ~~cancer~~stage ~~screening~~disease.

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.

4Savicell'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.

~~Based~~Novel onnon-invasive ~~this~~ early ~~potential,~~detection ~~Savicell has decided to focus our resources on lung cancer as our lead product. We are working to increase the population size~~ of ~~the~~ lung cancer ~~clinical~~using ~~test and continue to fine-tune a~~liquid ~~predictive~~immunobiopsy ~~algorithm~~metabolic toactivity ~~identify~~profiles ~~lung~~Adir, ~~cancer~~Y., ~~Early~~Tirman, ~~results of this effort generated promising cross-validation of 72 donors from our clinical study~~S., ~~This cohort includes 36 diseased donors~~Abramovitch, ~~together with a control group of 36 age- and~~S. ~~sex-matched~~et ~~healthy donors~~al. InCancer ~~practice~~Immunol ~~this~~Immunother ~~means that every lung cancer~~ (~~patient~~2018) ~~donor in the cohort was matched with a healthy donor of the same~~. ~~gender and similar age~~https://doi.org/10.1007/s00262 -018-2173-5 ~~This practice helps us control for sampling biases~~ https://link.springer.com/article/10.1007%2Fs00262 -018-2173-5

~~Table~~Abstract ~~1 - Cross-validation (CV)~~

CV:	LOO (95% CI)	20F (95% CI)
Sensitivity	92.9% (89.1% - 96.6%)	85.7% (80.6% - 90.8%
Specificity	76.7% (70.6% - 82.8%)	72.6% (66.1% - 79.1%)
Positive predictive value	75.4% (69.1% - 81.6%)	70.6% (64.0% - 77.2%)
Negative predictive value	93.3% (89.7% - 96.9%)	86.9% (82.0% - 91.8%)
Accuracy	83.7% (78.4% - 89.1%)	78.3% (72.3% - 84.3%)

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.

	Count	Age	M/F
Healthy	73	59.6 +/- 8.9	46/27
Lung-Cancer	56	66.5 +/- 10.3	33/23
Total	129	62.6 +/- 10.1	79/50

Cross-validation (CV) – we let the algorithm train on a large subset of labeled donors and then let it make a prediction on a small subset of unlabeled donors that were not in the training set. This process is repeated several times until every donor in the cohort is given a prediction.

We use several types of cross- validation: LOO – Leave one out – one donor is left out of the training set each iteration (total of n iterations), 20F – Stratified 20-fold CV – the cohort is split into 20 semi-equal-sized subsets; each subset containing both sick and healthy donors, is left out once (total of 20 iterations). In addition, we run the algorithm once without cross-validation, meaning that the entire cohort is used for training and prediction.

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.

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

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% ⁸. 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)~~4,6,7. Using an estimate of 3 million ~~annual~~ annual pulmonary nodules, and a false positive rate of 96.4% for LDCT and 94% ~~for~~ 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~~ invasive procedures by more than 200,000 annually in the US ~~(5)(6)~~9,10. As a result, Well-Shield’s test could drive $3.6 billion in annual cost savings in the USA alone.

Sources Quoted

(1. Bantug, G. R., Galluzzi, L., Kroemer, G. & Hess, C. The spectrum of T cell metabolism in health and disease. Nat. Rev. Immunol. (2017). doi:10.1038/nri.2017.9 2. Yochir, A et al. Novel non-invasive early detection of lung cancer using liquid immunobiopsy metabolic activity profiles. Cancer Immunology, Immunotherapy (2018). Vol 67. Iss 7. pp 1135-1146 3. Bantug (2017) 4. 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 5. Piper Jaffray (2015) The Liquid Biopsy Report 6. 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] 7. 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 8. Apichat Tantraworasin et al. ISRN Surgery Volume 2013, Article ID 175304, 7 pages 9. 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 10. Assume 10 million patients screened and sensitivity and specificity of 92% and 75% respectively. Well-Shield may have higher or lower sensitivity and specificity. 11. Cancer Facts & Figures 2015. 12. World Cancer Report 2014.

~~(2)~~9 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.

Marketing Strategy

The Savicell innovation is highly differentiated in the diagnostic market. While immunotherapy of cancer is under intensive clinical research, virtually no attention is paid to the potential buried within immune-based diagnostics. Importantly, unlike biomarkers, Savicell technology is well suited for early detection.

Our overall strategy is to initially focus on developing and launching diagnostic tests in cancers where large screening markets exist, like breast cancer, and in markets with a large potential and identified need like lung cancer.

Competition

The diagnostic, pharmaceutical and biopharmaceutical industry is characterized by intense competition and rapid and significant technological changes and advancements. Many companies, research institutions and universities are doing research and development work in a number of areas similar to those that we focus on that could lead to the development of new products which could compete with and be superior to our product candidates. Most of the companies against which we will compete have substantially greater financial, technical, manufacturing, marketing, distribution and other resources than those of ours. A number of these companies may have or may develop technologies for developing products for treating various diseases that could prove to be superior to ours. We expect technological developments in the diagnostic, pharmaceutical and biopharmaceutical and related fields to occur at a rapid rate, and we believe competition will intensify as advances in these fields are made. Accordingly, we will be required to continue to devote substantial resources and efforts to research and development activities in order to potentially achieve and maintain a competitive position in this field. Products that we develop may become obsolete before we are able to commercialize them or to recover all or any portion of our research and development expenses. We will be competing with respect to our products with companies that have significantly more experience in undertaking preclinical testing and human clinical trials with new or improved diagnostic and therapeutic products and obtaining regulatory approvals of such products. A number of these companies already market and may be in advanced phases of clinical testing of various drugs that may compete with our lead product candidate or any future product candidates. Our competitors may develop or commercialize products more rapidly than we do or with significant advantages over any products we develop. Our competitors may therefore be more successful in commercializing their products than we are, which could adversely affect our competitive position and business.

Exact Sciences Corporation is a molecular diagnostics company focused on the early detection and prevention of colorectal cancer. It has an exclusive intellectual property protecting its non-invasive, molecular screening technology for the detection of colorectal pre-cancer and cancer.

Guardant Health Corporation and Grail Corporation are two examples of liquid biopsy technology companies. Their technology uses DNA sequencing to detect and evaluate cancer. There are many other competitors in the liquid biopsy market.

Research and Development Expenditures

During the year ended December 31, ~~2017~~2018, we expended $12,~~272~~625,~~666~~665 in research and development. During the year ended December 31, ~~2016~~2017, we expended $1,~~327~~272,~~758~~666 in research and development.

Employees

We currently have ~~Ten~~ten employees located in the U.S. and in our laboratory located in Haifa, Israel. In addition, we have several consultants engaged on continuous mandates. Over the next twelve months we plan to increase the number of employees with a greater increase in the Israel ~~locale~~localion. We will continue to use a mix of employees and consultants depending on the time commitment required for the particular roles being fulfilled by these personnel.

Subsidiaries

On April 23, 2012, we incorporated Savicell Diagnostic Ltd., a company governed by the laws of Israel.

Intellectual Property

In order to protect our proprietary technologies, we rely on combinations of patent, trademark, copyright, and trade secret protection, as well as confidentiality agreements with employees, consultants, and third parties.

Savicell has developed significant know-how with its immunobiopsy algorithms over the last few years that is not easily replicable by others. The Company intention is to continue to build an extensive metabolic profile of multiple disease states as a core asset of the company.

Savicell has been granted approval of its patent, “METHODS OF MONITORING AND ANALYZING METABOLIC ACTIVITY PROFILES > DIAGNOSTIC AND THERAPEUTIC USES OF SAME” from the United States patent office effective as of May 20, 2014 and issued as US Patent No. 8,728,758 and from the European patent office effective as of September 8, 2016. 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.

Savicell has submitted a provisional patent in August 2017 specific to lung cancer “METHODS OF DIAGNOSING AND TREATING LUNG CANCER”

Savicell has been granted approval of its continuation patent, “METHODS OF MONITORING AND ANALYZING METABOLIC ACTIVITY PROFILES > DIAGNOSTIC AND THERAPEUTIC USES OF SAME” from the United States patent office effective as of Feb 8, 2018 and issued as US Patent No. 0038849.

Government Regulations

Certain of our activities may be subject to regulatory oversight by the FDA under provisions of the Federal Food, Drug, and Cosmetic Act and regulations thereunder, including regulations governing the development, marketing, labeling, promotion, manufacturing and export of diagnostic products. Failure to comply with applicable requirements can lead to sanctions, including withdrawal of products from the market, recalls, refusal to authorize government contracts, product seizures, civil money penalties, injunctions and criminal prosecution. Certain of our activities may be subject to establishment of Clia ’88 certification. We also may be subject an EC certification process, frequently shorthanded as “CE Mark” under the IVDD 98/79/EC.

U.S. Food and Drug Administration

The Food, Drug and Cosmetic Act requires that medical devices introduced to the U.S. market, unless otherwise exempted, be subject to either a premarket notification clearance, known as a 510(k), or a premarket approval (PMA). The PMA process involves providing extensive data to the FDA to allow the FDA to find that the device is safe and effective for its intended use, which may also include providing additional data and updates to the FDA, the convening of expert panels, inspection of manufacturing facilities, and new or supplemented PMAs if the product is modified during the process. Even if granted, a 510(k) or PMA approval may place substantial restrictions on how a device is marketed or sold, and the FDA will continue to place considerable restrictions on products, including but not limited to registering manufacturing facilities, listing the products with the FDA, complying with labeling requirements, and meeting reporting requirements. We believe obtaining FDA clearance or approval for our test is critical to building broad demand and successful commercialization for our products. We believe that the studies required in connection with any approval or clearance of our technology, regardless of whether the regulatory pathway is the 510(k) process or a PMA, will be material in cost and time-intensive. There can be no assurance that the FDA will ultimately approve any 510(k) request or approve any PMA submitted by us in a timely manner or at all.

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 annual report on Form 10-K 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.

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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. With our stated goal of completing our clinical testing, furthering our research and development and achieving commercialization of the Technology, the pace of our progress will depend on the quantum of financing raised. As additional financing is raised, we will continue to accelerate the pace of our overall business initiates. Until the amount of financing is known, we cannot precisely forecast the expenditure budget. On December 31, ~~2017~~2018, we had cash and cash equivalents of $~~232~~120,~~247~~245. As of December 31, ~~2017~~2018, we had total liabilities of $13,~~931~~039,~~661~~105, the majority of which is represented by debt owing to management that is expected to be converted to common shares and for which management has limited ability to demand payment in cash. If we are unable to meet our debt service obligations and other 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 officers 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.

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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 Our 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:

• our clinical testing is still in progress and development; • 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;
11clinical testing may not be positive;
• developing ~~and commercializing a new product is time consuming~~, ~~costly~~testing and ~~subject~~manufacturing ~~to numerous factors, including legal actions brought by our competitors, that may delay or prevent the development and commercialization of new~~ products; •in ~~incomplete,~~compliance ~~unconvincing~~with regulatory orstandards ~~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~~timely ~~of limited resources at regulatory agencies~~manner; ~~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 biotech 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.

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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:

13issue 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.
14information 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 OTC Pink operated by the OTC Markets Group, there is no market for our common stock. Even when a market is established and trading begins, trading through OTC Pink 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 1B. UNRESOLVED STAFF COMMENTS

Not Applicable

ITEM 2. PROPERTIES

Executive Offices

Our executive and head offices are located at ~~3120 S~~P.O. ~~Durango Drive~~Box 1080, ~~Suite~~10 Stevens ~~305~~Street, ~~Las Vegas~~Andover, ~~Nevada~~MA ~~89117~~01810-3572. We are presently benefitting from ~~free~~ free rental space until such time as our U.S. operations ramp up. Once we attain ~~the~~ the necessary funding and increase our employee base, we will look for more ~~spacious~~ spacious facilities to meet our growing needs. Our Subsidiary operates from a ~~new~~ new laboratory facility in Haifa, Israel, including sourcing office space in ~~Israel~~ Israel to house the operations of our Subsidiary. On July 20, 2015, Savicell 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. On August 3, 2018, the lease was renewed for the subsequent two-year period. The monthly lease expense is approximately $3,~~152~~372. Our company pledged a bank deposit which is used as a bank guarantee at an amount of approximately $13,254 to secure its payments under the lease agreement.

Intellectual Property

The description of our intellectual property rights is under the section entitled “Intellectual Property” under Item 1. Business.

ITEM 3. 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 4. MINE SAFETY DISCLOSURES

Not Applicable

PART II

Market for Securities

Our common stock is quoted on OTC Pink operated by the OTC Markets Group under the symbol “ONDR”. As of ~~March~~April 311, ~~2018~~2019, our common stock ~~has~~ has had no trading activity on OTC Pink.

As of April 241, ~~2018~~2019, we had ~~119~~125,~~644~~865,~~587~~122 shares of our common stock issued and outstanding as well as options to acquire up to 1832,~~405~~045,~~896~~967 shares of our common stock outstanding at per share prices ranging from $0.01 -$0.20. In addition, in respect of certain obligations owing to management or consultants, we have provided such creditors with the right to convert their respective claims into a maximum aggregate amount of 1721,~~303~~519,~~404~~734 of our common shares at per share prices ranging from $0.055 -$0.20. ~~Finally~~Furthermore, in respect of of convertible ~~debentures~~loan issued in March of 2018, we have granted the holders ~~thereof~~ thereof the right to convert their debt into a minimum of 1,750,000 of our common shares. In May and June of 2018, we issued additional convertible loans entitling the holders thereof to convert their debts into a minimum aggregate amount of 935,000 of our common shares. Finally, in respect of equity issuances and finder fees in connection therewith, we have issued the holders thereof warrants to acquire an additional 5,186,835 common shares at a price per share of $0.20.

Transfer Agent

Our shares of common stock are issued in registered form. The transfer agent and registrar for our common stock is Nevada Agency and Transfer Company located at 50 West Liberty Street, Suite 880, Reno, Nevada 89501, Telephone (775) 322-0626, Transfer Agent e-mail: info@natco.org.

Holders of Our Common Stock

As of April 241, ~~2018~~2019, we had ~~approximately~~174 ~~160~~ holders of our ~~common~~ common stock. ~~Registration Rights We have not granted registration rights to any person.~~

17Registration Rights

We have not granted registration rights to any person.

Dividends

We have never declared or paid any cash dividends on our common stock. We currently intend to retain future earnings, if any, to increase our working capital and do not anticipate paying any cash dividends in the foreseeable future.

We must not declare, pay or set apart for payment any dividend or other distribution (unless payable solely in shares of our common stock or other class of stock junior to our preferred stock as to dividends or upon liquidation) in respect of our common stock, or other class of stock junior to our preferred stock, nor must we redeem, purchase or otherwise acquire for consideration shares of any of the foregoing, unless dividends, if any, payable to holders of our preferred stock for the current period (and in the case of cumulative dividends, if any, payable to holders of our preferred stock for the current period and in the case of cumulative dividends, if any, for all past periods) have been paid, are being paid or have been set aside for payment, in accordance with the terms of our preferred stock, as fixed by our board of directors.

Other than as stated above, there are no restrictions in our articles of incorporation or bylaws that prevent us from declaring dividends. The Nevada Revised Statutes, however, do prohibit us from declaring dividends where, after giving effect to the distribution of the dividend:

• we would not be able to pay our debts as they become due in the usual course of business; or • our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.
our total assets would be less than the sum of our total liabilities plus the amount that would be needed to satisfy the rights of stockholders who have preferential rights superior to those receiving the distribution.

Recent Sales of Unregistered Securities

Since the beginning of our fiscal year ended December 31, ~~2017~~2018, we have not sold any equity securities that were not registered under the Securities Act of 1933 that were not previously reported in an annual report on Form 10-K, in a quarterly report on Form 10-Q or in a current report on Form 8-K.

Securities authorized for issuance under equity compensation plans.

The following table summarizes certain information regarding our equity compensation plans as at December 31, ~~2017~~2018:

Plan Category	Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and Rights	Weighted-Average Exercise Price of Outstanding Options, Warrants and Rights	Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plan
Equity compensation plans approved by security holders	Nil	Nil	Nil
Equity compensation plans not approved by security holders	1832,~~405~~595,~~896~~967 (1)	$0.0613	Nil
Total	1832,~~405~~595,~~896~~967	$0.0613	Nil

(1) AOf the options currently outstanding, a total of 711,~~214~~919,717 options have been granted pursuant to our 2013 Stock Incentive Plan and 1120,~~191~~126,~~179~~250 options have been granted outside of the 2013 Stock Incentive Plan.

Stock Option Plan

Effective June 5, 2013 our board of directors adopted and approved the 2013 Stock Incentive Plan and Israeli Appendix. The purpose of the option plan is to enhance the long-term stockholder value of our company by offering opportunities to our directors, officers, key employees, independent contractors and consultants to acquire and maintain stock ownership in our company in order to give these persons the opportunity to participate in our company’s growth and success, and to encourage them to remain in the service of our company. A total of 12,000,000 shares of our common stock ~~are~~were available for issuance under the stock option plan and a total of 711,~~214~~919,717 stock options granted pursuant to the plan remain outstanding. Pursuant to directors resolutions dated January 31, 2017, we amended the 2013 Plan to authorize an increase to the number of incentive stock options available from 12,000,000 shares of common stock to 23,000,000 shares of common stock.

Issuer Purchases of Equity Securities

During the fiscal year ended December 31, ~~2017~~2018, we did not purchase any of our equity securities.

ITEM 6. SELECTED FINANCIAL DATA.

Not applicable.

ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS.

Our management’s discussion and analysis of financial condition and results of operations provides a narrative about our financial performance and condition that should be read in conjunction with our audited consolidated financial statements for the year ended December 31, ~~2017~~2018 and related notes thereto.

Plan of Operations

We are an early-stage company. There exists substantial doubt that we can continue as an on-going business for the next twelve 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 so that it broader clinical testing may be undertaken. 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 first six months 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 or slow the pace of development.

Results of Operations

Revenue

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 years ended December 31, ~~2017~~2018 and December 31, ~~2016~~2017, we incurred the following expenses:

	Year Ended	Year Ended
	December 31, 2017	December 31, 2016
	December 31, 2018	December 31, 2017
General and Administrative Expenses	$	$
Accounting Fees	30,000	30,000
Audit & Tax Fees	7197,~~532~~850	6871,~~851~~532
Bank Fees	~~575~~569	~~538~~575
Consulting Fees	~~288~~304,~~387~~321	~~388~~288,~~018~~387
Filing and Transfer Agent Fees	118,~~045~~445	1411,~~208~~045
Insurance Expense	4532,~~085~~003	4645,~~986~~085
Legal Fees	2825,~~983~~197	3828,~~699~~983
Marketing Expense	27,~~780~~239	-2,780
Office and Miscellaneous Expense	~~101~~64,~~127~~510	74101,~~198~~127
Payroll Expense	4958,~~306~~763	4549,~~156~~306
Rent Expense	4,~~146~~136	34,~~231~~146
Research and Development Expense	12,~~272~~625,~~666~~665	1,~~327~~272,~~758~~666
Travel Expenses	1720,~~305~~471	1417,~~655~~305
	1,922,937	2,052,298
Share Issuance Cost	7,828	-
	3,286,997	1,922,937

Our expenses ~~decreased~~increased by approximately ~~6.3~~71% during the year ended December 31, ~~2017~~2018 compared to the same period in ~~2016~~2017 primarily due to aan ~~decrease~~increase in the ~~use~~research ofand ~~consultants,~~development expense resulting infrom ~~lower~~the ~~consulting~~recognition of ~~fees,~~substantial ~~lower payroll~~stock compensation expense ~~and~~relating ato ~~reduction~~option ofgrants made in 2018 to employees and aconsultants ~~decrease~~engaged in ~~overall~~the research and development ~~expense~~function. In ~~which~~addition, ~~amount~~the ~~includes~~expenses ~~the~~recognized ~~stock~~in ~~compensation~~the ~~expenses related~~period toended ~~option~~December ~~grants~~31, to2018 ~~employees~~were higher ~~and~~than ~~consultants~~those ~~whose~~for ~~compensation~~the ~~has been~~previous ~~included~~fiscal year in the ~~overall~~areas ~~research~~of consulting fees, payroll and ~~development~~audit ~~category.~~and Wetax ~~did~~fees ~~see~~ but such increases inwere ~~office~~partially ~~and~~mitigated ~~miscellaneous~~by reductions ~~expenses~~in insurance and aoffice ~~slight~~and ~~increase~~miscellaneous ~~in travel expenses~~expense.

Significant changes in the expense items from ~~2016~~2017 to ~~2017~~2018 are summarized as follows.

• Research and Development (“R&D”) Expense ~~decreased~~increased by ~~4.15~~106% primarily due to three factors: (a) ~~given~~the ~~that~~material westock ~~had~~compensation ~~completed~~expense ~~our~~relating ~~obligations~~to option ingrants ~~connection~~made ~~with the License Agreement~~ in ~~2015,~~2018 ~~there~~to ~~are~~employees noand ~~milestone~~consultants ~~payments~~engaged ~~included~~ in the research ~~R&D~~and ~~expense~~development ~~in 2017~~function; ~~and~~ (b) ~~given that fewer options were granted to R&D personnel in 2017 relative to 2016, the resulting stock compensation expense recognized in 2017 decreased • Marketing Expense~~ increased ~~from~~payroll ~~$nil~~ to ~~$2,780~~research asand development ~~a result of increased financing activities~~employees; ~~• Rent Expense increased by 28.32% in connection with the operation of Savicell’s new laboratory facility in Haifa, Israel; office~~ and ~~miscellaneous~~(c) expense ~~increased~~increase bymitigation ~~36.29%~~related ~~for the same reason; • Travel Expense increased by 18.08% as a result of more frequent travel by our Chief Executive Officer~~ to ~~Israel~~reduced reliance toon ~~oversee~~outside ~~operations and meet investors and potential investors~~consultants.

Consulting fees increased by 6% due to additional reliance on outside personnel in furtherance of our business objectives
Audit and tax fees increased by 37% as a result of the additional complexity related to our business operations and capital structure;
Office and Miscellaneous Expense decreased by 36% as a result of increased diligence in maximizing the efficiency of our business operations;
Insurance expense decreased by 29% due to payment schedule timing impact.
Travel Expense increased by 18% as a result of more frequent travel by our Chief Executive Officer to Israel to oversee operations and meet investors and potential investors.

Liquidity and Capital Resources

Working Capital

		As at December 31, 2017		As at December 31, 2016
		As at December 31, 2018		As at December 31, 2017
Current Assets	$	~~255~~193,~~654~~038	$	~~482~~278,~~970~~745
Current Liabilities	$	~~860~~440,~~489~~716	$	~~177~~860,~~006~~490
	$	(604,835)	$	305,964
Working Capital (deficiency)	$	(247,678)	$	(581,745)

20Our operations consumed more cash in the year ended December 31, 2018 versus the corresponding period in 2017 primarily due to certain increases in expenses as described above as well as less reliance on accounts payable as a source of financing. A large component of the reduction in accounts payable in 2018 relates to re-characterization of amounts payable to management and consultants as convertible debentures given that such debts are now convertible into common shares at the discretion of the respective creditors. Moreover, we raised more dollars of new equity and debt capital. Given that the financing proceeds raised in 2018 was less than the cash used in operations as well as investing activities, we experienced a decline in our cash and cash equivalents.

Our operations consumed less cash in the year ended December 31, 2017 versus the corresponding period in 2016 primarily due to the accrual of accounts payable and accrued liabilities. Much of the increase in payables resulted from not making timely payments of compensation owing to senior management and consultants. However, on a collective basis between our company and Savicell, we raised slightly more dollars of new equity capital. Given that the equity raised in 2017 was less than the cash used in operations as well as investing activities, we experienced a decline in our working capital.

Conversions into Common Stock

On October 30, 2012, we announced the entry into a conversion and participation rights agreement with investors who have purchased ordinary shares of our Subsidiary, Savicell (as detailed in our current report on Form 8-K filed with the SEC on November 1, 2012). Pursuant to the agreement, we have permitted investors to convert their shares held in Savicell into shares of our company at 80% of the per share pricing of the first completed financing of over US$500,000 conducted after July 1, 2012. In each case of conversion of shares from Savicell to shares of our company, our proportional interest in Savicell increases as the shareholder tenders to our company their shares of Savicell in return for treasury issued shares of our company. In respect of the above conversion terms:

• On April 3, 2017 we issued an aggregate of 288,830 shares of common stock converted from shares of our subsidiary Savicell at a conversion price at $0.16 per share of our common stock.

In the above case, these funds had been provided to our subsidiary Savicell in prior fiscal periods, so no net cash was provided by these Financing Activities.

On January 16, 2017, we entered into debt conversion option agreements (each, an “Agreement”) with four subscribers (each, a “Subscriber”) pursuant to which we have agreed to permit the Subscribers to convert an aggregate amount of $172,894.55 (the “Subscription Debt Amount”) owed to them by our company into an aggregate of up to 864,473 shares of common stock of our company (the “Conversion Right”) at a price of $0.20 per share, effective December 31, 2016. Three of the Subscribers are directors and/or officers of our company and have subscribed as follows:

Name of Insider	Subscription Debt Amount	Number of Shares of Common Stock to be Issued Upon Conversion
Giora Davidovits	$75,000.00	375,000
Eyal Davidovits	$33,682.91	168,415
Irit Arbel	$31,811.64	162,000

At any time while our company’s shares are listed on a United States stock exchange or quotation system (the “Exchange”), if the average volume over a period of 30 trading days on the Exchange totals 50,000 shares traded per day and the market capitalization of our company’s shares based on the trading price on each such trading day totals a minimum of $100,000,000, we may provide notice to the Subscriber that the Subscriber’s Conversion Right will be terminated in ten (10) business days (the “Early Termination Date”). In the event that we deliver such notice to the Subscriber and the Subscriber does not exercise the Conversion Right in the 10 business days following delivery of such notice, the Conversion Right will have terminated on the Early Termination Date.

The Agreements terminate on the earliest of (i) seven years from the date of the Agreements, (ii) the date the Subscriber demands in writing the Subscription Debt Amount in cash from our company, respecting only that portion of the Subscription Debt Amount demanded by the Subscriber; and (iii) the Early Termination Date (defined below). Each Agreement is the third such agreement with each of the Subscribers regarding debt owed to them; the first such agreement for each was dated April 15, 2015.

21In February 2019, but with effect as at December 31, 2018, we entered into debt conversion option agreements (each, an “Agreement”) with four subscribers (each, a “Subscriber”) pursuant to which we have agreed to permit the Subscribers to convert an aggregate amount of $843,265.93 (the “Subscription Debt Amount”) owed to them by our company into an aggregate of up to 4,216,330 shares of common stock of our company (the “Conversion Right”) at a price of $0.20 per share. Three of the Subscribers are directors and/or officers of our company and have subscribed as follows:

On April 3, 2017, we sold 1,693,750 shares of our common stock at a price of US$0.20 per share for gross proceeds of US$338,750.

Name, Address, and EIN of Lender	Effective Date	Amount of Debt	No. of Shares	Deemed Price per Share
Giora Davidovits 65 Carter Lane Andover, MA 01810	December 31, 2018	$349,877	1,749,386	$0.20
Eyal Davidovits 69 Hashomer Street Zichron, Yaakov, Israel 30900	December 31, 2018	$159,036	795,180	$0.20
Irit Arbel 6 Hadishon Street Jerusalem, Israel 96956	December 31, 2018	$129,924	649,620	$0.20
		$638,837	3,194,186

OnIssuances ~~May~~of 4,convertible ~~2017,~~debt weor ~~sold 1,250,000 shares of our~~ common stock ~~at a price of US$0.20 per share for gross proceeds of US$250,000.~~

On ~~August~~March 108, ~~2017~~2018, we ~~sold~~entered ~~600~~into one convertible loan in the face amount of $350,000 ~~shares~~to two accredited investors who are not U.S. persons. The convertible loan evidences a debt due on demand that bears interest at a rate of ~~our~~10% ~~common~~per ~~stock~~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 ~~for~~or ~~gross~~such ~~proceeds~~lesser price that the Registrant may issue additional shares to third parties (the “Conversion Price”), and, on conversion or repayment of ~~US$120~~the convertible loan,~~000.~~ 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 ~~September~~April 2517, ~~2017~~2018, westock ~~issued~~options anpreviously ~~aggregate~~granted ofby ~~150,000 shares~~the ofCompany ~~common~~were ~~stock~~exercised, ~~converted~~resulting ~~from~~in athe ~~stock~~issuance ~~option~~of ~~exercise~~481,179 ~~notice~~common atshares ~~the conversion price~~ at $0.01 per share offor ~~our~~total ~~common~~proceeds ~~stock~~of $4,812.

On23 ~~December 27, 2017, we sold 1,000,000 shares of our common stock at a price of US$0.20 per share for gross proceeds of US$200,000.~~

In May and June 2018, we entered into 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.

On June 20, 2018, the Company issued 117,660 shares at $0.20 per share for an aggregate amount of $23,532 in exchange for consulting services rendered during the year ended December 31, 2018.

On August 24, 2018, the Company issued 16,665 common shares at $0.20 per share for total proceeds of $3,333 for stock options that were exercised during the year ended December 31, 2018.

On August 27, 2018, stock options previously granted by the Company to a consultant were exercised resulting in the issuance of 800,000 common shares at $0.01 per share. The Company will receive consulting services from this consultant in 2019 in lieu of receiving cash proceeds from this issuance.

On September 7, 2018, we sold 2,300,000 units at a price of $0.20 per unit for gross proceeds of $460,000. Each unit consists of one share of common stock and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share for a period of two years after the closing of the financing.

On December 18, 2018, the Company issued 78,625 shares at $0.20 per share for an aggregate amount of $15,725 in respect of future consulting services to be rendered for the period from January 1, 2019 to December 31, 2019.

On December 19, 2018, we issued an aggregate of 500,000 units at a price of $0.20 per unit for total proceeds of $100,000. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until December 19, 2020.

On December 19, 2018, we issued an aggregate of 605,585 units at a price of $0.20 per unit. The total proceeds consist of $95,000 which was previously recorded as a share subscription received on the balance sheet with the remaining gross proceed of $26,117. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until December 19, 2020.

On March 4, 2019, we sold 1,302,000 units at a price of US$0.20 per unit for gross proceeds of US$260,400. Each unit is comprised of one common share of the Company and one non-transferable common share purchase warrant with each warrant being exercisable into one additional share at an exercise price of $0.20 per warrant share for a period of two years after the closing of the financing.

On March 4, 2019, 500,000 stock options that were previously issued to a consultant were exercised at $0.01 per share to settle the outstanding payable to the consultant.

Cash Flows

		~~Year Ended~~	Year Ended		~~Year Ended~~	Year Ended
		December 31, 2017			December 31, 2016
			December 31, 2018			December 31, 2017
		$	$		$	$
Net (loss) for the period		(2,264,316)			(2,232,021)
	Net loss for the year		(3,587,653	)		(2,264,316	)
Net Cash (Used in) Operating Activities		(1,046,137)			(1,445,523)
	Net Cash Used in Operating Activities		(1,256,423	)		(1,046,137	)
~~Net Cash Provided by Financing Activities~~	Net Cash Provided by Financing Activities	~~825,000~~	1,191,908		~~784,250~~	825,000
Net Cash Provided by (Used in) Investing Activities		(-)			(16,733)
	Net Cash Provided by Used in Investing Activities		(20,830	)		-
Cash and Cash equivalents, End of Period		232,247			452,376
	Effects on exchange rate changes		(20,563	)		3,242
	Cash, Cash equivalents and Restricted Cash, End of Year		149,430			255,338

Cash Used In Operating Activities

The ~~decrease~~increase in cash used in operating activities compared to the same period last year is due to an overall ~~decrease~~increase in the cash portion of expenses incurred, ~~primarily~~together ~~related~~with to the ~~fact~~reduced ~~that~~reliance ~~more~~on ~~payments were accrued but unpaid and as at fiscal year end increased our~~ accounts payable ~~and~~as ~~accrued~~a ~~liabilities~~source ~~considerably~~of financing.

Cash from Financing Activities

The ~~small~~ increase in cash provided by financing activities ~~compared~~ compared to the same period last year results from ~~slightly~~increased ~~more~~debt and equity ~~financings~~ financings completed during the year ended December 31, ~~2017~~2018 compared to the ~~corresponding~~ corresponding period of ~~2016~~2017. In ~~2017~~2018, we realized debt and equity financings of $~~825~~1,~~000~~191,908. By contrast, in ~~2016~~2017 we realized equity financing of $~~784~~825,~~250~~000.

Cash Provided by (Used in) Investing Activities

The ~~decrease~~increase in cash used in investing activities compared to the same period last year results from ~~the~~additional ~~decreased~~purchases ~~purchase~~ of assets used in the furtherance of Savicell’s research and development.

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 December 31, ~~2017~~2018, our company has an accumulated deficit of $1215,~~046~~255,~~656~~866 since inception. We do not have sufficient working capital to enable us to carry out our stated plan of operation for the next 12 months.

22Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above in their report on the financial statements for the year ended December 31, 2018, 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.

Due to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above 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~~Arrangemen+ts

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 is material to investors.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable.

ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

23 26

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and Stockholders of Online Disruptive Technologies, Inc.:

Opinion on the Consolidated Financial Statements

We have audited the accompanying consolidated balance sheets of Online Disruptive Technologies, Inc. ~~and its subsidiaries~~ (the Company) as of December 31, ~~2017~~2018 and ~~2016~~ 2017, and the related consolidated statements of operations and comprehensive loss, ~~statements of (~~deficiency~~) equity~~, and cash flows for each of the years in the ~~twoyear~~two-year period ended December 31, ~~2017,~~2018 and the related notes, ~~comprising a summary of significant accounting policies and other explanatory information~~ (collectively referred to as the consolidated financial statements).

In our opinion, the consolidated financial statements present fairly, in all material respects, the consolidated financial position of the Company as of December 31, ~~2017~~2018 and ~~2016~~2017, and the results of its consolidated operations and its consolidated cash flows for each of the years in the two-year period ended December 31, ~~2017~~2018, in conformity with accounting principles generally accepted in the United States of America.

Material Uncertainty Related to Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 to the consolidated financial statements, the Company ~~generated~~has suffered ~~negative~~recurring ~~cash~~losses ~~flows~~ from ~~operating~~operations ~~activities~~and ~~during~~has ~~the~~a ~~past~~net ~~year.~~capital ~~The~~deficiency ~~Company~~that raise ~~has~~substantial andoubt ~~accumulated~~about ~~deficit~~its ofability ~~$12,046,656~~to continue as ata ~~December~~going ~~31, 2017~~concern. Management's ~~These~~plans ~~factors~~in ~~raise~~regard ~~substantial~~to ~~doubt~~these ~~about~~matters ~~the~~are ~~Company's~~also ~~ability~~described toin ~~continue~~Note ~~as a going concern~~1. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Basis for Opinion

These consolidated financial statements are the responsibility of the Company'’s management. Our responsibility is to express an opinion on the Company'’s consolidated financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company'’s internal control over financial reporting. Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion.

~~We have served as the Company’s auditor since 2011.~~ 27

~~Vancouver,~~MNP ~~Canada~~LLP Chartered Professional Accountants

~~May~~We ~~31,~~have ~~2018~~served as the Company’s auditor since 2012.

Vancouver, BC
April 1, 2019

ONLINE DISRUPTIVE TECHNOLOGIES, INC.

CONSOLIDATED FINANCIAL STATEMENTS

FOR THE ~~YEAR~~YEARS ENDED DECEMBER 31, 2018 AND 2017

Online Disruptive Technologies, Inc. Consolidated Balance Sheets (U.S. Dollars)

	December 31, 2017		December 31, 2016
	December 31, 2018		December 31, 2017
	$		$
ASSETS
Current Assets
Cash and Cash Equivalents	~~232~~120,~~247~~245		~~452~~232,~~376~~247
Prepaid expenses	7,247		1,687
Restricted Cash (Note 12 (3))	29,185		23,091
VAT Receivable	16,160		28,907
Prepaid Expenses	23,467		7,247
Total Current Assets	255,654		482,970
VAT Receivable	20,141		16,160
Restricted cash (Note 10 (3))	23,091		20,857
Total Current Assets	193,038		278,745
Fixed Assets (Note 3)	4745,~~135~~274		5547,~~444~~135
Total Assets	~~325~~238,~~880~~312		~~559~~325,~~271~~880
LIABILITIES
Current Liabilities
Accounts Payable	~~705~~194,~~694~~400		61705,~~356~~694
Accrued Liabilities	~~154~~196,~~796~~316		~~115~~154,~~650~~796
Total Current Liabilities	860,489		177,006
Promissory Note (Note 6)	50,000		-
Convertible debentures (Note 6)	1,071,172		729,475
Total Current Liabilities	440,716		860,490
Total Liabilities	1,931,662		906,481
Convertible Debentures (Note 7)	2,061,388		1,071,172
Convertible Loans (Note 8)	537,000		-
Total Liabilities	3,039,104		1,931,662
DEFICIT
Authorized: 20,000,000 Preferred Shares, par value $0.001 500,000,000 Common Shares, par value $0.001
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 124,063,122 Common Shares (December 31, 2017: 119,163,408 Common Shares)	124,063		119,163
Issued and outstanding: Nil Preferred Shares 119,163,408 Common Shares (December 31, 2016: 114,180,828 Common Shares)	119,163		114,181
Additional Paid-in Capital	12,340,094		10,451,520
Additional Paid-in Capital	10,451,520		9,553,025
Accumulated Other Comprehensive Income (Loss)	80,946		(74,233	)
Accumulated Other Comprehensive Loss	(74,233	)	(88,180	)
Deficit	(15,255,866	)	(12,046,656	)
Deficit	(12,046,656	)	(9,982,269	)
Deficit Attributable to Stockholders of the Company	(2,710,763	)	(1,550,206	)
Deficit Attributable to Shareholders of the Company	(1,550,206	)	(403,243	)
Non-Controlling Interests	(90,029	)	(55,576	)
Non-Controlling Interests	(55,576	)	56,033
Total Deficit	(2,800,792	)	(1,605,782	)
Total Deficit	(1,605,782	)	(347,210	)
Total Liabilities and Deficit	238,312		325,880
Total Liabilities and Deficit	325,880		559,271

The accompanying notes are an integral part of these consolidated financial statements.

Online Disruptive Technologies, Inc. Consolidated Statements of Operations and Comprehensive Loss (U.S. Dollars)

	Year Ended		Year Ended
	December 31, 2017		December 31, 2016
	December 31, 2018		December 31, 2017
General and Administrative Expenses	$		$
Accounting Fees	30,000		30,000
Audit & Tax Fees	7197,~~532~~850		6871,~~851~~532
Bank Fees	~~575~~569		~~538~~575
Consulting Fees	~~288~~304,~~387~~321		~~388~~288,~~018~~387
Filing and Transfer Agent Fees	118,~~045~~445		1411,~~208~~045
Insurance Expense	4532,~~085~~003		4645,~~986~~085
Legal Fees	2825,~~983~~197		3828,~~699~~983
Marketing Expense	27,~~780~~239		-2,780
Office and Miscellaneous Expense	~~101~~64,~~127~~510		74101,~~198~~127
Payroll Expense	4958,~~306~~763		4549,~~156~~306
Rent Expense	4,~~146~~136		34,~~231~~146
Research and Development Expense (Note 4)	1,272,666		1,327,758
Research and Development Expense (Note 2(l))	2,625,665		1,272,666
Travel Expenses	17,305		14,655
Share Issuance Cost	7,828		-
	1,922,937		2,052,298
Travel Expense	20,471		17,305
	3,286,997		1,922,937
Other Expense
Interest Accretion	337,161		176,382
Interest Accretion (Note 7)	146,761		337,161
Interest Expense	~~884~~1,476		~~468~~884
Foreign Currency Loss	3152,~~334~~419		23,~~873~~334
Net Loss for the year	(23,~~264~~587,~~316~~653	)	(2,~~232~~264,~~021~~316	)
Other Comprehensive Income
Currency translation adjustments	13,947		540
Currency Translation Adjustments	155,177		13,947
Comprehensive Loss for the year	(23,~~250~~432,~~369~~476	)	(2,~~231~~250,~~481~~369	)
Net Loss Attributable to:
Net Loss attributable to:
Common Stockholders	(23,~~064~~209,~~387~~210	)	(12,~~955~~064,~~691~~387	)
Non-Controlling Interests	(~~199~~378,~~929~~443	)	(~~276~~199,~~330~~929	)
	(2,264,316	)	(2,232,021	)
	(3,587,653	)	(2,264,316	)
Net Comprehensive Loss Attributable to:
Common Stockholders	(23,~~051~~070,~~671~~402	)	(12,~~955~~051,~~218~~671	)
Non-Controlling Interests	(~~198~~362,~~698~~074	)	(~~276~~198,~~263~~698	)
	(2,250,369	)	(2,231,481	)
	(3,432,476	)	(2,250,369	)
Basic and Diluted Net Loss per Common Share	(0.0203	)	(0.02	)
Weighted Average Number of Common Shares Outstanding – Basic and Diluted	~~110~~120,~~324~~542,~~539~~611		~~107~~110,~~753~~324,~~316~~539

The accompanying notes are an integral part of these consolidated financial statements.

Online Disruptive Technologies, Inc. ~~Consolidated~~ Consolidated Statements of (Deficiency~~)Equity~~ For the years ended December 31, ~~2017~~ 2018 and ~~2016~~ 2017 (U.S. Dollars)

											Accumulated						Total Common
					Additional			~~Share~~			Other						~~Total Common~~						Total
																				Non-
								Share
	Common Stock				Paid In			Subscription			Comprehensive						Shareholders			Controlling			Equity
								Subscription												Non-
																	(Deficiency)/
			Common Stock		Paid In			Received			Comprehensive						Stockholders			Controlling
	Shares		Amount		Capital			~~Received~~			Income			(Deficit)			~~Equity~~Deficiency			Interests			(Deficiency)
		$		$			$			$			$			$			$			$
Balance December 31, 2016	114,180,828		114,181		9,394,275			158,750			(88,180	)		(9,982,269	)		(403,243	)		56,033			(347,210	)
Balance December 31, 2015	98,979,174		98,979		8,700,219			-			(88,720	)		(8,026,578	)		683,900			111,913			795,813
Shares issued for cash at $0.20 per share	3,125,000		3,125		621,875												625,000						625,000
Shares issued for investment in Savicell at $0.16	12,026,654		12,027		1,912,239												1,924,266						1,924,266
Stock options exercised for Shares	50,000		50		450												500						500
Share subscription received								158,750									158,750						158,750
Stock option expense					312,187												312,187						312,187
Change in ownership of Savicell					(2,152,695	)											(2,152,695	)		220,450			(1,932,245	)
Foreign currency translation adjustment											540						540						540
Net loss for the year														(1,955,691	)		(1,955,691	)		(276,330	)		(2,232,021	)
Balance December 31, 2016	114,180,828		114,181		9,397,275			158,750			(88,180	)		(9,982,269	)		(403,243	)		56,033			(347,210	)
Shares issued for cash at $0.20 per share	4,543,750		4,544		904,206			(158,750	)								750,000						750,000
Shares issued for investment in Savicell at $0.16	288,830		~~289~~288		45,924												46,~~213~~212						46,~~213~~212
Stock options exercised for Shares	150,000		150		1,350												1,500						1,500
Share subscription received (Note 7)								95,000									95,000						95,000
Share subscription received (Note 9)								95,000									95,000						95,000
Stock option expense					190,720												190,720						190,720
Change in ownership of Savicell (Note 7)					(158,455	)											(158,455	)		88,320			(70,135	)
Change in ownership of Savicell (Note 9)					(158,455	)											(158,455	)		88,320			(70,135	)
Share issuance cost					(21,500	)											(21,500	)					(21,500	)
Foreign currency translation adjustment											13,947						13,947						13,947
Net loss for the year														(2,064,387	)		(2,064,387	)		(199,929	)		(2,264,316	)
Balance December 31, 2017	119,163,408		119,163		10,356,520			95,000			(74,233	)		(12,046,656	)		(1,550,~~205~~206	)		(55,576	)		(1,605,782	)
Shares issued for cash at $0.20 per share/unit (Note 9)	3,422,250		3,422		681,028			(95,000	)								589,450						589,450
Shares issued for cash at $0.01 per share/unit (Note 9)	481,179		481		4,331												4,812						4,812
Shares issued for consulting services at $0.20 per share (Note 9)	117,660		118		23,414												23,532						23,532
Stock options exercised for shares (Note 9)	800,000		800		7,200												8,000						8,000
Shares issued for future consulting services at $0.20 per share (Note 9)	78,625		79		15,646												15,725						15,725
Warrants issued as share issuance cost at $0.20 per share (Note 9)					7,828												7,828						7,828
Stock option expense (Notes 7, 9)					1,585,022												1,585,022						1,585,022
Change in ownership of Savicell (Note 9)					(350,895	)											(350,895	)		343,990			(6,905	)
Share subscription received								10,000									10,000						10,000
Foreign currency translation adjustment											155,179						155,179						155,179
Net loss for the year														(3,209,210	)		(3,209,210	)		(378,443	)		(3,587,653	)
Balance December 31, 2018	124,063,122		124,063		12,330,094			10,000			80,946			(15,255,866	)		(2,710,763	)		(90,029	)		(2,800,792	)

The accompanying notes are an integral part of these consolidated financial ~~statements~~statement.

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

	Year Ended		Year Ended
	December 31,		December 31,
	December		December 31,
	2017		2016
	31, 2018		2017
Cash flow from Operating Activities	$		$
Net loss for the year	(23,~~264~~587,~~316~~653	)	(2,~~232~~264,~~021~~316	)
Adjustment for items not involving cash:
Stock-Based Compensation	190,720		312,187
Stock-based compensation	1,585,022		190,720
Foreign exchange gain/loss	3,334		2,873
Foreign exchange loss	152,419		3,334
Depreciation – fixed assets	1319,~~745~~140		1213,~~697~~745
Debt settlement for Consulting Services	-		65,632
Shares issued for consulting services	55,044		-
Interest accretion	~~337~~146,~~161~~761		~~176~~337,~~382~~161
Changes in non-cash working capital items:
Decrease (increase) in VAT receivable	15,285		(6,363	)
(Increase) decrease in VAT receivable	(5,399	)	15,285
(Increase) decrease in prepaid expense	(5,338	)	1,845
Increase in prepaid expense	(16,658	)	(5,338	)
Increase in accounts payable and accrued liabilities	663,272		221,245
Decrease in accounts payable and accrued liabilities	394,901		663,272
Net cash used in operating activities	(1,~~046~~256,~~137~~423	)	(1,~~445~~046,~~523~~137	)
Cash flow from financing activities
Common shares issued, net of issuance costs	~~825~~604,~~000~~908		~~784~~825,~~250~~000
Net cash provided by financing activities	825,000		784,250
Proceeds from issuance of convertible loans	537,000		-
Issuance of promissory note	50,000		-
Net cash provided by financing activities	1,191,908		825,000
Cash flow from investing activities
Cash utilized in purchase of assets	-(20,830	)	~~(8,920~~-	)
Cash restricted for office lease and bank	-		(7,853	)
Net cash used in investing activities	(20,830	)	-
Net cash used in investing activities	-		(16,773	)
Effects of exchange rate changes on cash, cash equivalents, and restricted cash	(20,563	)	3,242
Effects of exchange rate changes on cash and cash equivalents	1,008		(75,506	)
Net decrease in cash, cash equivalents, and restricted cash	(105,908	)	(217,895	)
Net decrease in cash and cash equivalents	(220,129	)	(753,552	)
Cash, cash equivalents, and restricted cash, beginning of year	255,338		473,233
Cash and cash equivalents, beginning of year	452,376		1,206,928
Cash, cash equivalents, and restricted cash, end of year	149,430		255,338
Cash and cash equivalents, end of year	232,247		452,376
Supplementary Information
Interest Paid	-		-
Income Taxes Paid	-		-

~~Supplemental~~The ~~disclosure~~accompanying ~~with~~notes ~~respect~~are toan ~~cash~~integral ~~flows~~part ~~(Note~~of ~~12)~~these consolidated financial statements

~~The~~Online ~~accompanying~~Disruptive ~~notes~~Technologies, ~~are~~Inc. anNotes ~~integral~~to ~~part~~the ofConsolidated ~~these consolidated~~Financial ~~financial~~Statements ~~statements.~~December 31, 2018 and 2017

~~Online~~ ~~Disruptive~~Note ~~Technologies,~~1 ~~Inc.~~– ~~Notes~~Nature toof ~~the Consolidated~~Operations ~~Financial~~and ~~Statements~~going ~~December~~concern ~~31, 2017~~

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 $~~604~~247,~~835~~678 as at December 31, ~~2017~~2018 (working capital deficit balance ~~2016~~2017 – $~~305~~581,~~964~~745) and an accumulated deficit of $1215,~~046~~255,~~656~~866. 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 or debt financings or to ~~generate~~ 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 consolidated ~~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 December 31, ~~2017~~2018 and 2017

Note 2 -– Significant Accounting Policies

a) Basis of Presentation These consolidated financial statements have been prepared 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~~ financial position, results of operations and cash flows as at December 31, ~~2017~~ 2018 have been included.

b) Principles of Consolidation These ~~consolidated~~Consolidated ~~financial~~Financial ~~statements~~Statements include the accounts of the Company and its 8687.6581% (December 31, ~~2016~~2017 -– 86.1365%) 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, and valuation allowances for deferred income 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. The Company’s subsidiary’s functional currency is the New Israeli Shekel (“NIS”). Transactions in currencies other than functional currencies are recorded in ~~U.S.~~the ~~dollars~~entity’s functional currency at the rates of exchange ~~prevailing~~ prevailing when the transactions occur. Monetary assets and liabilities denominated in other currencies are translated into ~~U.S.~~the ~~dollars~~functional currency at rates of exchange in effect at the balance sheet dates. Exchange gains and losses are recorded in the statements of operations.

~~The~~Results ~~Company’s~~of ~~subsidiary’s~~operations ~~functional~~are ~~currency~~translated isinto the ~~New~~Company’s ~~Israeli~~ presentation ~~Shekel~~currency, ~~(“NIS”)~~U.S. ~~All~~dollars, ~~transactions~~at ~~are~~an ~~recorded~~appropriate inaverage ~~NIS.~~rate ~~Not~~of ~~only monetary~~exchange ~~assets~~ during ~~and~~the ~~liabilities~~year. ~~denominated~~Net inassets ~~NIS~~and liabilities are translated ~~into~~to U.S. dollars atfor presentation purposes at rates of exchange in effect at the ~~balance~~end ~~sheet~~of ~~dates and expenses are translated at~~ the ~~average exchange rates~~period. Gains ~~and~~or losses ~~from~~arising ~~such translations~~on translation are ~~included~~recognized in ~~stockholders’~~other ~~equity,~~comprehensive income (loss) as aforeign ~~component~~currency oftranslation ~~other comprehensive loss~~adjustments.

e) Cash and Cash Equivalents Cash and cash equivalents consist entirely of readily available cash balances. There were no cash equivalents as of December 31, ~~2017~~ 2018 and ~~2016~~2017.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements December 31, ~~2017~~2018 and 2017

Note 2 -– Significant Accounting Policies (Continued)

f) Stock-based Compensation The Company accounts for its stock-based ~~compensation~~ 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~~ Stock ~~Taxes~~for ~~Income~~Services ~~taxes~~ ~~are~~ The ~~accounted~~Company ~~for~~periodically ~~under~~issues ~~the~~common ~~liability method of accounting for income taxes.~~stock, ~~Under~~ warrants ~~the~~and ~~liability~~common ~~method,~~stock ~~deferred~~options ~~tax~~to ~~liabilities~~consultants ~~and assets are recognized~~ for ~~the~~various ~~estimated~~services. ~~future~~Costs ~~tax~~of these ~~consequences~~transactions ~~attributable~~are tomeasured ~~differences~~at ~~between~~ the ~~amounts~~fair ~~reported~~value inof the ~~financial~~service ~~statement~~received ~~carrying~~or ~~amounts of existing~~the ~~assets~~ fair ~~and~~value ~~liabilities~~of ~~and~~the ~~their~~equity ~~respective~~instruments ~~tax~~issued, ~~bases.~~whichever ~~Deferred~~is ~~tax~~more ~~assets and~~reliably ~~liabilities~~ measurable. ~~are~~The ~~measured~~value ~~using~~of ~~enacted~~the ~~income~~common ~~tax~~stock ~~rates~~is ~~expected~~measured toat ~~apply when~~ the ~~asset~~earlier isof ~~realized~~(i) or the date ~~liability~~at iswhich ~~settled. The effect of~~ a ~~change~~firm ~~in income~~commitment ~~tax~~for ~~rates~~performance onby ~~deferred~~the ~~tax~~counterparty ~~liabilities~~to ~~and~~earn ~~assets~~the equity instruments is ~~recognized~~reached inor ~~income in~~(ii) the ~~period~~date inat which the ~~change occurs. Deferred tax assets are recognized to~~counterparty’s ~~the~~ performance ~~extent~~is ~~that they are considered more likely than not to be realized~~complete.

~~Per~~h) Income ~~FASB~~Taxes ~~ASC 740 “~~ Income taxes” are accounted for under the liability method, ~~it is~~of ~~the~~accounting ~~Company’s~~for ~~policy~~income totaxes. ~~provide~~Under ~~for~~the ~~uncertain~~liability ~~tax~~method, ~~positions~~deferred ~~and the related~~tax ~~interest~~ liabilities and ~~penalties~~assets ~~based~~are ~~upon~~recognized ~~management’s~~for ~~assessment~~the ofestimated ~~whether~~future a tax consequences ~~benefit~~ attributable isto ~~more~~differences ~~likely~~between ~~than~~the ~~not~~amounts toreported bein ~~sustained~~the ~~upon examination by tax~~financial ~~authorities.~~ statement Atcarrying ~~December~~amounts ~~31,~~of ~~2017,~~existing ~~the~~assets ~~Company~~and ~~believes~~liabilities itand ~~has appropriately~~their ~~accounted~~ respective ~~for~~tax ~~any~~bases. ~~unrecognized~~Deferred tax ~~benefits.~~assets Toand ~~the~~liabilities ~~extent~~are ~~the~~measured ~~Company prevails~~using in enacted ~~matters~~income ~~for~~tax ~~which~~rates aexpected ~~liability~~to ~~for~~apply anwhen ~~unrecognized~~the ~~benefit~~asset is ~~established~~realized or the liability is ~~required~~settled. toThe ~~pay~~effect ~~amounts~~of ina ~~excess~~change ofin ~~the~~income ~~liability,~~tax ~~the~~rates ~~Company’s~~on ~~effective~~ deferred tax liabilities ~~rate~~and inassets ais ~~given~~recognized ~~financial~~in ~~statement~~income in the period ~~may~~in bewhich ~~affected~~the change occurs. ~~Interest~~Deferred ~~and penalties~~tax ~~associated~~assets ~~with~~are recognized to the ~~Company’s~~extent ~~tax~~that ~~positions~~they are considered ~~recorded~~more aslikely ~~Interest Expense~~than not to be realized.

~~h) Comprehensive~~Per FASB ASC 740 “Income ~~(Loss)~~taxes” under the liability method, it ~~The~~ is the Company’s ~~accounts~~policy to provide for ~~comprehensive~~uncertain ~~income~~tax ~~under~~positions and the ~~provisions~~related interest and penalties based upon management’s assessment of whether a tax ~~ASC~~ benefit ~~Topic~~is ~~220-10,~~more ~~Comprehensive~~likely ~~Income~~than -not ~~Overall,~~to ~~which~~be ~~establishes~~sustained ~~standards for~~upon ~~reporting~~examination ~~and~~by ~~display~~tax authorities. ofAt ~~comprehensive~~December ~~income~~31, ~~its~~2018, ~~components~~the ~~and~~Company believes it has appropriately ~~accumulated~~ accounted ~~balances~~for any unrecognized tax benefits. ~~The~~To the extent the Company isprevails in ~~disclosing~~matters ~~this~~for ~~information~~which ona ~~its~~liability for an unrecognized benefit is established or ~~Statements~~ is required to pay amounts in excess of ~~Operations~~the liability, the Company’s effective tax rate in a given financial statement period may be affected. Interest and penalties ~~Comprehensive~~associated ~~Loss~~with the Company’s tax positions are recorded as Interest Expense.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements December 31, ~~2017~~2018 and 2017

Note 2 -– Significant Accounting Policies (Continued)

i) ~~Earnings~~ Comprehensive Income (Loss) ~~Per Share~~ ~~Basic~~ The ~~loss~~Company ~~per~~accounts ~~share~~for iscomprehensive ~~computed~~income onunder the provisions ~~basis~~ of ~~the~~ASC ~~weighted~~Topic ~~average~~220-10, Comprehensive Income – Overall, which ~~number~~ establishes standards for reporting and display of ~~common~~comprehensive ~~shares~~income, ~~outstanding~~its components ~~during~~and ~~each~~accumulated ~~period~~balances. The Company is disclosing this information on its Statements of Operations and Comprehensive Loss.

~~Diluted~~j) Earnings (Loss) Per Share Basic loss per share is computed on the basis of the weighted average number of common shares ~~and dilutive securities~~ outstanding. ~~Stock options~~during ~~are~~each considered to be common stock equivalents and were not included in the net loss per share calculation for the year ended December 31, 2017 and 2016 because the inclusion of such underlying shares would have had an anti-dilutive effectperiod.

~~j) Financial~~Diluted ~~Instruments~~loss ~~and~~per ~~Fair Value~~share ofis ~~Financial~~computed ~~Instruments~~on ~~Fair~~the ~~Value~~basis of ~~Financial Instruments –~~ the weighted ~~Company~~ average ~~adopted~~number ~~SFAS~~of ~~ASC~~common ~~820-10-50,~~shares ~~“Fair~~and ~~Value~~dilutive ~~Measurements”~~securities outstanding. ~~This guidance~~Stock ~~defines~~ options ~~fair~~are ~~value,~~considered ~~establishes~~to abe ~~three-level~~common ~~valuation~~stock ~~hierarchy~~equivalents ~~for disclosures~~and ofwere ~~fair~~not ~~value~~included ~~measurement~~in the ~~and~~net ~~enhances~~loss ~~disclosure~~per ~~requirements~~share calculation for the year ended December 31, 2018 and 2017 ~~fair~~ because ~~value~~the ~~measures.~~inclusion ~~The~~of ~~three~~such ~~levels~~underlying ~~are~~shares ~~defined~~would ashave ~~follows:~~had an anti-dilutive effect.

~~• Level 1 inputs to the valuation methodology are quoted prices (unadjusted~~k) Financial Instruments ~~for~~and ~~identical~~Fair ~~assets~~Value orof ~~liabilities~~Financial inInstruments ~~active~~ Fair ~~markets.~~Value •of Financial ~~Level~~Instruments 2– ~~inputs to~~ the ~~valuation~~Company ~~methodology~~adopted ~~include~~ASC ~~quoted~~820-10-50, ~~prices~~“Fair ~~for~~Value Measurements”. ~~similar~~This ~~assets~~guidance ~~and~~defines ~~liabilities~~fair ~~in active markets~~value, ~~and~~establishes ~~inputs~~a ~~that~~three-level valuation ~~are~~hierarchy ~~observable~~ for ~~the~~disclosures ~~asset~~of orfair ~~liability,~~value ~~either~~measurement ~~directly~~and orenhances disclosure ~~indirectly,~~requirements for ~~substantially~~fair ~~the~~value ~~full term of the financial instrument~~measures. •The ~~Level~~three 3levels ~~inputs to valuation methodology~~ are ~~unobservable~~defined ~~and~~as follows: ~~significant to the fair measurement.~~

~~As at December 31, 2017, the fair value of cash and cash equivalents was measured using~~ Level 1 inputs, ~~and~~to the ~~fair~~valuation ~~value~~methodology ofare ~~convertible~~quoted prices (unadjusted) ~~debentures~~ for ~~was~~identical ~~measured~~assets ~~using~~or ~~Level~~liabilities 2in ~~inputs.~~active markets.
~~The~~Level ~~Company’s~~2 ~~financial~~inputs ~~instruments~~to ~~are~~the ~~cash~~valuation ~~and~~methodology ~~cash equivalents,~~include ~~restricted~~quoted ~~cash,~~prices ~~accounts~~for similar ~~payable,~~assets ~~accrued~~and liabilities ~~and convertible~~in ~~debentures.~~active ~~The recorded values of cash and cash equivalents~~markets, ~~restricted~~ ~~cash, accounts payable~~ and ~~accrued~~inputs ~~liabilities~~that ~~approximate their fair~~are ~~values~~ observable ~~based~~for ~~on their short-term nature. The Company believes~~ the ~~recorded values~~asset ofor ~~convertible debentures~~liability, ~~net~~either ofdirectly ~~the~~or ~~discount~~indirectly, ~~approximate the fair~~for ~~value~~ substantially as the ~~interest~~full ~~rate~~term ~~(stated~~of orthe ~~effective)~~financial ~~approximates market rates for similar types of instruments~~instrument.
~~Online~~Level ~~Disruptive~~3 ~~Technologies,~~inputs ~~Inc.~~to ~~Notes~~valuation tomethodology ~~the Consolidated~~are ~~Financial~~unobservable ~~Statements~~and ~~December~~significant to ~~31,~~the ~~2017~~fair measurement.

~~Note~~As 2at -December ~~Significant~~31, ~~Accounting~~2018, ~~Policies~~the ~~(Continued)~~fair value of cash and cash equivalents and restricted cash was measured using Level 1 inputs, and the fair value of convertible debentures and convertible loans was measured using Level 2 inputs.

~~k) Research~~The ~~and~~Company’s ~~Development~~financial ~~Expenses~~instruments Inare ~~the~~cash ~~year~~and cash ~~ended~~ equivalents, ~~December~~restricted 31cash, ~~2017~~accounts payable, ~~all~~accrued ~~research~~liabilities, ~~and~~promissory note, ~~development~~convertible ~~costs~~debentures ~~are~~and ~~charged~~convertible ~~to expense as incurred~~loans. The ~~majority~~recorded values of ~~these~~our financial ~~costs~~instruments ~~are~~approximate ~~in-house~~their ~~expenses~~current ~~related to~~fair ~~consulting~~values ~~fees,~~because ~~materials, salaries~~ of ~~employees working on the R&D~~their ~~projects,~~ nature ~~rent~~ and ~~legal~~respective ~~expenses~~maturity ~~related~~dates toor ~~patents~~durations. ~~A breakdown of the R&D costs is as follows:~~

	Year Ended	Year Ended
	December 31, 2017	December 31, 2016
Research and Development Expenses	$	$
Consulting fees	98,948	84,013
Legal fees	40,319	15,221
Office and Miscellaneous Expense	5,625	15,548
Payroll expense	789,949	739,500
R&D materials and supplies	105,607	132,207
Rent	41,498	29,082
Share-based compensation	190,720	312,187
Total	1,272,666	1,327,758

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 2 – Significant Accounting Policies (Continued)

l) Research and Development Costs
In the year ended December 31, 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:

	Year Ended	Year Ended
	December 31, 2018	December 31, 2017
Research and Development Expenses	$	$
Consulting fees	30,210	98,948
Legal fees	27,175	40,319
Office and Miscellaneous Expense	25,706	5,625
Payroll expense	885,413	789,949
R&D materials and supplies	23,725	105,607
Rent	45,358	41,498
Share-based compensation	1,585,022	190,720
Insurance	3,056	-
Total	2,625,665	1,272,666

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.

lm) Fixed Assets The depreciation rates applicable to each category of fixed assets are as follows:

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

mn) 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.

o) Convertible loans ~~debentures, for which the embedded conversion~~ ~~feature~~ Convertible ~~does~~loans ~~not~~are ~~qualify~~accounted for ~~derivative~~in ~~treatment,~~accordance iswith ~~evaluated~~ASC ~~to determine if~~470-20. ~~the~~ The ~~effective~~Company orhas ~~actual~~determined ~~rate~~that ofthe embedded conversion ~~per~~options ~~the~~in ~~terms of~~ the convertible ~~note agreement~~loans isare ~~below~~not ~~market~~required ~~value.~~to Inbe ~~these~~separately ~~instances,~~accounted ~~the Company accounts~~ for ~~the~~ ~~value of the beneficial conversion feature~~ as a ~~debt discount, which is then~~ ~~accreted~~ derivative tounder ~~interest expense over the life of the related debt using the effective interest method~~GAAP.

~~n) Modifications~~Online Disruptive Technologies, Inc. Notes to ~~debt~~the Consolidated Financial Statements December 31, 2018 and 2017

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 December 31, 2017

Note 2 - Significant Accounting Policies (Continued)

op) ~~Recently~~ Modifications to ~~Adopted~~debt ~~Accounting~~ The ~~Pronouncements~~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.

Onq) Recently Adopted ~~March~~Accounting ~~30,~~Pronouncements In ~~2016~~May 2014, the FASB issued ASU ~~2016~~ 2014-09, ~~Improvements~~Revenue ~~to Employee~~from ~~Share-Based~~Contracts ~~Payment~~with ~~Accounting~~Customers, ~~which~~as ~~amends~~a ~~ASC~~new Topic ~~718~~, ~~Compensation~~ –ASC ~~Stock Compensation~~606. The ~~ASU~~new revenue ~~simplifies~~recognition ~~several~~standard ~~aspects~~provides ofa ~~the accounting~~five-step ~~for~~analysis ~~employee~~of ~~share-based~~transactions ~~payment~~to determine ~~transactions.~~when ~~ASU~~and ~~2016-09~~how revenue is ~~effective~~ ~~for~~recognized. ~~public~~The ~~business~~effective ~~entities~~date for ASC 606 is annual reporting periods beginning after December 15, ~~2016,~~2017. ~~and~~The ~~interim~~core ~~periods~~principle is ~~within~~that a company should recognize revenue to depict the transfer of promised goods or services to customers in an amount that ~~reporting~~reflects ~~period.~~the ~~Early~~consideration to ~~adoption~~ which ~~will~~the entity expects to be ~~permitted~~entitled in ~~any~~exchange ~~interim~~for those goods or ~~annual~~services. Companies may apply the new guidance using either the full retrospective transition method, which requires restating each prior period presented, ~~with~~or ~~any~~the modified ~~adjustments~~retrospective transition method, under which the new guidance is ~~reflected~~ applied asto ofthe current period presented in the ~~beginning~~financial statements and a cumulative-effect adjustment is recorded as of the ~~fiscal~~date ~~year~~ of adoption. The Company ~~has~~ has adopted the methodologies prescribed by this ASU byas ~~the~~of ~~date~~January ~~required~~1, ~~and~~2018 ~~there~~and there is no material impact on the Company’s consolidated financial statements.

pIn May 2017, the FASB issued ASU 2017-09, Compensation – Stock Compensation (Topic 718) ~~Recently~~: ~~Issued~~Scope of Modification Accounting. ~~Pronouncements~~This update provided clarity and reduced 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. The Company has adopted the methodologies prescribed by this ASU since January 1, 2018 and there is no material impact on the Company’s consolidated financial statements.

InOn ~~May~~November ~~2017~~17, 2016, the FASB issued ASU ~~2017~~2016-0918, ~~Compensation – Stock~~Restricted ~~Compensation~~ Cash. ~~(Topic~~Entities ~~718):~~will ~~Scope~~be ofrequired ~~Modification~~to ~~Accounting.~~show ~~This~~the ~~update~~changes ~~will provide~~in ~~clarity~~the ~~and~~total ~~reduce~~of ~~both~~cash, ~~diversity~~cash equivalents, inrestricted ~~practice~~cash and ~~cost~~restricted ~~and~~cash ~~complexity when~~equivalents ~~applying~~in the ~~guidance~~statement inof cash ~~Topic~~flows. ~~718~~As a result, ~~Compensation~~entities –will ~~Stock~~no ~~Compensation,~~longer topresent ~~a change~~transfers tobetween ~~the~~cash and ~~terms~~cash orequivalents ~~conditions~~and ofrestricted acash ~~share-based~~and ~~payment~~restricted ~~award.~~cash ~~This~~equivalents ~~standard~~in the is statement ~~effective~~of ~~for~~cash ~~annual~~flows. ~~periods~~Entities ~~beginning~~are ~~after~~required ~~December~~to ~~15,~~use ~~2017,~~a ~~with~~modified ~~early~~retrospective ~~adoption~~ transition ~~permitted~~method for restricted cash. The Company ishas ~~currently~~adopted ~~evaluating~~ the ~~potential impact~~methodologies prescribed by this ~~guidance~~ASU ~~will~~since ~~have~~January 1, 2018 and reflected this change on ~~our~~the Company’s consolidated financial statements~~, if any~~.

OnIn ~~November~~August ~~17,~~ 2016, the FASB issued ASU 2016-1815, ~~Restricted Cash.~~Statement ~~Entities~~of ~~will~~Cash Flows be(Topic ~~required~~230): toClassification ~~show the changes in the total~~ of ~~cash,~~Certain ~~cash equivalents,~~Cash ~~restricted~~Receipts ~~cash~~ and ~~restricted~~Cash ~~cash equivalents in the statement of~~Payments. ~~cash~~ The ~~flows.~~new Asguidance areduced ~~result,~~diversity ~~entities~~in ~~will~~practice noin ~~longer~~how ~~present~~certain ~~transfers~~transactions ~~between cash~~are ~~and~~ classified ~~cash equivalents and restricted cash and restricted cash equivalents~~ in the statement of cash flows. The Company ishas ~~currently~~adopted ~~evaluating~~ the ~~impact of the~~ ~~adoption~~ methodologies ofprescribed by this ~~guidance on its consolidated financial statements, if any.~~ ASU ~~2016-18~~ ~~will~~since beJanuary ~~effective for use for fiscal years beginning after December 15~~1, ~~2017,~~ ~~with~~2018 ~~early~~and ~~adoption~~there ~~permitted. Entities are required to use a modified retrospective transition method for restricted cash. The Company~~ is ~~currently~~no ~~evaluating~~ material ~~the potential~~ impact ~~this guidance will have~~ on ~~our~~the Company’s consolidated financial statements~~, if any~~.

In ~~August~~January 2016, the FASB issued ASU 2016-1501, ~~Statement~~Financial Instruments of- ~~Cash Flows~~Overall (~~Topic~~Subtopic ~~230~~825-10): ~~Classification~~Recognition ofand ~~Certain~~Measurement ~~Cash~~of Financial ~~Receipts~~Assets and ~~Cash~~Financial ~~Payments~~Liabilities. The ~~new~~amendments ~~guidance is intended~~ to ~~reduce~~the ~~diversity in practice in how certain~~guidance ~~transactions~~ enhance ~~are classified in~~ the ~~statement~~reporting ofmodel ~~cash flows. ASU 2016-15 is effective~~ for ~~public~~financial ~~business~~instruments, ~~entities~~which ~~for~~includes ~~fiscal~~amendments to ~~years~~address ~~beginning~~aspects ~~after~~of ~~15 December 2017~~recognition, ~~and interim periods within those years. For all other entities~~measurement, it ~~is effective for fiscal years beginning after 15 December 2018~~presentation, and ~~interim periods within fiscal years beginning after 15 December 2019~~disclosure. ~~Early~~The ~~adoption~~Company ishas ~~permitted.~~ adopted ~~Entities will have to apply~~ the ~~guidance~~methodologies ~~retrospectively,~~prescribed ~~but~~by ifthis ~~it is~~ASU ~~impracticable~~since toJanuary ~~do so for an issue~~1, ~~the~~2018 ~~amendments~~and ~~related to that issue~~there ~~would be applied prospectively. The Company~~ is ~~currently~~no ~~evaluating~~material ~~the~~ impact of ~~the adoption of this guidance~~ on ~~its~~the Company’s consolidated financial statements~~, if any~~.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements December 31, ~~2017~~2018 and 2017

Note 2 - Significant Accounting Policies (Continued)

pIn July 2017, the FASB issued ASU 2017-11“Earnings Per Share (Topic 260) ~~Recently~~; ~~Issued~~Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting ~~Pronouncements~~for Certain Financial Instruments with Down Round Features; (~~continued~~Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Noncontrolling Interests with a Scope Exception” (“ASU 2017-11”). ASU 2017-11 allows companies to exclude a down round feature when determining whether a financial instrument (or embedded conversion feature) is considered indexed to the entity’s own stock. As a result, financial instruments (or embedded conversion features) with down round features may no longer be required to be accounted for as derivative liabilities. A company will recognize the value of a down round feature only when it is triggered, and the strike price has been adjusted downward. For equity-classified freestanding financial instruments, an entity will treat the value of the effect of the down round as a dividend and a reduction of income available to Common Stock holders in computing basic earnings per share. For convertible instruments with embedded conversion features containing down round provisions, entities will recognize the value of the down round as a beneficial conversion discount to be amortized to earnings. ASU 2017-11 is effective for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted. The Company has early adopted the methodologies prescribed by this ASU for the year ended December 31, 2018 and there is no material impact on the Company’s consolidated financial statements.

r) Recently Issued Accounting Pronouncements Not Yet Adopted
In August 2018, the FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework—Changes to the Disclosure Requirements for Fair Value Measurement. For all entities, amendments are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements, and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments should be applied retrospectively to all periods presented upon their effective 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 the consolidated financial statements, if any.

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 noearlier 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.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 2 - Significant Accounting Policies (Continued)

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.

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 does not expect this guidance to have a material impact on our consolidated financial statements, if any.

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.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements December 31, 2017

Note 3 – Fixed Assets

As of December 31, ~~2017~~2018, the fixed assets balance on the consolidated financial ~~statement~~statements consist of the following:

		Furniture and
Cost:		Fixtures			Computer Equipment			Lab Equipment			Total
December 31, 2016	$	3,496		$	26,489		$	44,432		$	74,417
Additions		-			-			-			-
Exchange difference		375			2,836			4,759			7,970
December 31, 2017	$	3,871		$	29,325		$	49,191		$	82,387
Additions		-			9,933			10,897			20,830
Exchange difference		(286	)		(2,580	)		(4,089	)		(6,955	)
December 31, 2018	$	3,585		$	36,678		$	55,999		$	96,262

		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,~~405~~406			1,058			2,521
December 31, 2017	$	887		$	19,497		$	14,868		$	35,~~251~~252
Additions		137			6,692			12,311			19,140
Exchange difference		(65	)		(1,440	)		(1,899	)		(3,404	)
December 31, 2018	$	959		$	24,749		$	25,280		$	50,988

		Furniture and
Net Book Value:		Fixtures		Computer Equipment		Lab Equipment		Total
December 31, 2016	$	3,091	$	15,844	$	36,509	$	55,444
December 31, 2017	$	2,984	$	9,828	$	34,323	$	47,135
December 31, 2017	$	2,984	$	9,829	$	34,323	$	47,135
December 31, 2018	$	2,626	$	11,929	$	30,719	$	45,274

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

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.
~~Pursuant~~ toSavicell ~~the~~wishes ~~above~~to ~~noted~~fund ~~R&D~~further ~~Agreement, Savicell funded~~ research ~~expenditures~~at ~~amounting~~TAU relating to asuch ~~total~~technology; ~~of $1,600,000 (paid in prior years).~~ and
~~Online~~ ~~Disruptive~~Savicell ~~Technologies~~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, ~~Inc.~~and ~~Notes~~Ramot wishes to grant the Company such ~~Consolidated~~ license, ~~Financial~~all ~~Statements~~in ~~December~~accordance ~~31,~~with ~~2017~~the terms and conditions of this R&D Agreement.

~~Note~~ 4Pursuant –to ~~License~~the ~~and~~above ~~Research~~noted ~~Funding~~R&D Agreement ~~(Continued)~~, Savicell will fund research expenditures amounting to a total of $1,600,000 according to the following schedule:

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 $281,~~998,682~~000 ~~which~~within ~~has been~~5 ~~included~~business indays ~~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~~R&D ~~certificate~~Agreement ~~is valued at the price of the subsequent equity issuance by Savicell~~ (~~$1,698.97 per share~~paid) ~~and the related common shares are considered to be issued and outstanding.~~
Before October 2012; $359,500 plus VAT as applicable (paid)
Before January 3, 2013; $359,500 plus VAT as applicable (paid)
Before April 3, 2013; $400,000 plus VAT as applicable (paid)

The payments originally due on April 3, 2013 and July 3, 2013 were postponed by the parties until such time as the funds were actually required in furtherance of the joint research and development initiatives. As of December 31, 2015, Savicell’s entire financing commitment has been met and no more expenditures are mandated by the R&D Agreement on behalf of Ramot. Savicell is continuing the clinical research within its own laboratory situated in Haifa, Israel.

In addition, during fiscal year 2013, 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 Warrants shall be exercisable at an exercise price equal to the par value of the Warrant Shares, at any time and from time to time before Savicell completes a deemed liquidity event or the first underwritten offering of the Savicell's ordinary shares to the general public. The fair value of the Warrant Shares has been estimated at $1,698.97 per Warrant Share which is equivalent to the price at which Savicell has issued shares to third parties, for a total of $2,998,682 which has been included in research and development costs. 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.

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~~Online ~~the~~Disruptive ~~year ended December 31~~Technologies, ~~2017,~~Inc. ~~Savicell~~Notes ~~incurred research~~to ~~and~~the ~~development~~Consolidated ~~expenses~~Financial ofStatements ~~$1,272,666~~December ~~(2016 -$1~~31,~~327,758)~~ ~~which~~2018 ~~were included in the consolidated statements of operations~~ and ~~comprehensive loss.~~ 2017

Note 5 – Related Party Transactions

During the year ended December 31, 2018, Savicell incurred research and development costs of $2,625,665 (2017 -$1,272,666) which were included in the consolidated statements of operations and comprehensive loss.

The Company completed the following related party transactions:

During the year ended December 31, ~~2017~~2018, the Company incurred consulting fees and salaries of $~~553~~593,~~887~~094 (for the year ended December 31, ~~2016~~2017 - $~~581~~553,~~943~~887) payable to its directors and officers. ~~The Company incurred consulting fees payable to a company controlled by a former director/officer of $108,000 (for the year ended December 31, 2016 - $108,000).~~

As at December 31, ~~2017~~2018, ~~included~~there ~~in accounts payable and accrued liabilities are amounts of $102,214 (December 31, 2016 – $6,300) that~~ was ~~payable to a company controlled by a former director/officer of the Company and~~ $~~426~~94,~~648~~045 (December 31, ~~2016~~2017 – $34528,~~609~~862) ~~that was~~ payable to current officers or and directors of the Company.

As at December 31, ~~2017~~2018, included in convertible debentures are amounts of $12,~~071~~061,~~172~~388 (December 31, ~~2016~~2017 - $~~729~~1,~~475~~071,172) that was entered into with two directors, one consultant, and one key management personnel of the Company (Note 67).

~~Online~~ ~~Disruptive~~During ~~Technologies~~the year ended December 31, ~~Inc.~~2018, ~~Notes~~the Company issued stock options to related parties of the Company and incurred a total of $645,065 share-based compensation. Savicell settled payable balance to ODT through issuing 1,467 of its common ~~Consolidated~~ shares ~~Financial~~to ~~Statements~~the ~~December~~ODT 31(Note 9), which has resulted in a change in ownership of Savicell from 86.65% in fiscal year 2017 to 87.81% in the current year (Note 9).

Note 6 – ~~Convertible~~Promissory ~~debentures~~Note

During the year ended December 31, 2018, the Company issued a promissory note to the spouse of a consultant and former director of the Company for $50,000. The note bears interest at the rate of 10% per annum with a maturity date of the earlier of February 28, 2019 or the closing by the Company of an equity financing of at least $250,000. Subsequent to year ended December 31, 2018, the Company has repaid $10,000. The remaining balance is due on demand.

Note 7 – Convertible 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.

~~The~~Online ~~Company~~Disruptive 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 debenture~~Statements ~~at effective interest rate of 77%. Total debt discount accumulated amortization to~~ December 31, ~~2017~~2018 ~~was~~and ~~$705,657 (December 31, 2016 – $368,496).~~ 2017

		December 31, 2016	Additions		December 31, 2017
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

Note 7 – Convertible Debentures (Continued)

		December 31, 2016			Additions		December 31, 2017
Convertible debentures	$	1,213,397			-	$	1,213,397
Convertible discount		(852,418	)		-		(852,418	)
Net convertible debentures		360,979			-		360,979
Interest accretion		368,496		$	337,161		705,657
Exchange difference		-			4,536		4,536
Balance	$	729,475		$	341,697	$	1,071,172

On December 31, 2018, 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 $843,266 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 ten-year term.

~~Online~~The ~~Disruptive~~Company ~~Technologies,~~evaluated ~~Inc~~these convertible debentures for derivatives and determined that they do not qualify for derivative treatment. The ~~Notes~~Company tothen evaluated the debenture for beneficial conversion features and ~~Consolidated~~ determined ~~Financial~~that ~~Statements~~the ~~December~~convertible 31debenture issued on April 15, ~~2017~~2015 does contain beneficial conversion features.

~~Note~~The 7aggregate 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 71%. Total debt discount amortization arising from the various series of debenture issuances during the year ended December 31, 2018 was $852,418 (December 31, 2017 – ~~Equity~~$705,657).


		December 31, 2016	Additions		December 31, 2017

Giora Davidovits	$	510,416	-	$	510,416
Eyal Davidovits		243,825	-		243,825
Irit Arbel		225,822	-		225,822
1367826 Ontario Limited		233,334	-		233,334
Total	$	1,213,397	-	$	1,213,397


		December 31, 2017		Additions		December 31, 2018

Giora Davidovits	$	510,416	$	349,877	$	860,293
Eyal Davidovits		243,825		159,036		402,861
Irit Arbel		225,822		129,924		355,746
1367826 Ontario Limited		233,334		204,429		437,763
Total	$	1,213,397	$	843,266	$	2,056,663


		December 31, 2016		Additions		December 31, 2017

Convertible debentures	$	1,213,397		-	$	1,213,397
Convertible discount		(852,418	)	-		(852,418	)
Net convertible debentures		360,979		-		360,979
Interest accretion		368,496		337,161		705,657
Exchange difference		-		4,536		4,536
Balance	$	729,475		341,697	$	1,071,172

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 7 – Convertible Debentures (Continued)


		December 31, 2017			Additions		December 31, 2018

Convertible debentures	$	1,213,397		$	843,266	$	2,056,663
Convertible discount		(852,418	)		-		(852,418	)
Net convertible debentures		360,979			843,266		1,204,245
Interest accretion		705,657			146,761		852,418
Exchange difference		4,536			189		4,725
Balance	$	1,071,172			990,216	$	2,061,388

Note 8 – Convertible Loans

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 into common shares of the Company at the earlier of fifteen days after the maturity date and 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. In addition, the Company will reset the prior investment price issuable to each Lender for the amount equal to the lower of the prior investment made by such lenders and the amount invested by such lenders under this loan agreement. Such lower amount is referred to as “ Covered Investment”. The incremental number of common shares to be issued to the lenders by the Company is the Covered Investment divided by the reduced share price less the number of common shares previously issued by the Company in respect of the Covered Investment.

During the year ended December 31, 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 Company evaluated these convertible loans for derivatives and determined that they do not qualify for derivative treatment.

Note 9 – Equity

Common shares

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

AsOnline atDisruptive ~~January 31~~Technologies, ~~2016, three shareholders of Savicell exercised their right to convert their shareholding in Savicell into common shares of the Company~~Inc. ~~Accordingly,~~Notes ~~the Company issued 1,756,619 common shares at $0.16 per share which equals~~ to ~~80% of~~ the ~~share~~Consolidated ~~pricing~~Financial ofStatements ~~the~~December ~~financing completed on April 19~~31, ~~2015.~~2018 ~~Total~~and ~~book value of the issued common shares is $281,059.~~ 2017

On ~~March~~Note ~~31,~~9 ~~2016,~~– ~~one~~Equity 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~~Common ~~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. (Continued)

On April 183, ~~2016~~2017, ~~the~~one ~~Company~~shareholder ~~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~~ 288,~~992~~830 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~~46,~~999~~212.

On April 223, ~~2016~~2017, ~~one~~the ~~shareholder~~Company ofissued ~~Savicell~~1,693,750 ~~exercised~~common ~~their right~~shares toat ~~convert~~$0.20 ~~their~~per ~~shareholding~~unit infor ~~Savicell~~total ~~into~~proceeds ~~common shares~~ of ~~the Company~~$338,750. ~~Accordingly,~~Each ~~the~~unit ~~Company~~comprises ~~issued~~one ~~318,749~~share ~~common~~and ~~shares~~one atwarrant ~~$0.16~~to ~~per share~~purchase ~~which~~a ~~equals~~further toshare ~~80%~~at a price of ~~the~~$0.20. ~~share~~Each ~~pricing~~warrant ofentitles the holder ~~financing~~to ~~completed~~acquire ~~on April~~one ~~19,~~additional ~~2015.~~share ~~Total~~of ~~book~~common ~~value~~stock at a price of ~~the~~$0.20 ~~issued~~per ~~common~~share ~~shares~~until isApril ~~$50~~3,~~999~~ 2019.

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.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements December 31, 2017

Note 7 – Equity (Continued)

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.

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~~ ~~the~~On ~~year~~April ~~ended December 31~~17, ~~2017~~2018, stock options previously granted by the Company ~~recorded share~~were ~~issue~~exercised, ~~cost~~resulting in the issuance of ~~$21~~481,~~500~~179 ~~(December~~common ~~31,~~shares ~~2016~~at -$0.01 ~~nil)~~per share for ~~the~~total ~~shares~~proceeds ~~issued~~of $4,812.

In ~~December~~On ~~2017~~June 20, 2018, the Company ~~received~~issued ~~$95~~117,~~000~~660 ~~toward~~shares ~~the subscription~~at $0.20 per share for ~~475,000~~an ~~common~~aggregate ~~shares.~~amount ~~The~~of ~~shares~~$23,532 ~~have~~in ~~not~~exchange ~~yet~~for ~~been~~consulting ~~issued subsequent~~services torendered during the year~~-end~~ ended December 31, 2018.

As atOn ~~December~~August 3124, ~~2017~~2018, the Company ~~has~~issued ~~119~~16,~~163,408~~665 common shares ~~(December~~at ~~31,~~$0.20 ~~2016~~per –share ~~114~~for total proceeds of $3,~~180,828)~~333 ~~issued~~for ~~and~~stock ~~outstanding.~~options that were exercised during the year ended December 31, 2018.

~~Online~~ ~~Disruptive~~On ~~Technologies~~August 27, ~~Inc.~~2018, ~~Notes~~stock options previously granted by the Company to a consultant were exercised resulting in the issuance of 800,000 common shares at $0.01 per share. The Company will receive consulting services from this consultant in 2019 ~~Consolidated~~ in ~~Financial~~lieu ~~Statements~~of ~~December~~receiving ~~31,~~cash ~~2017~~proceeds from this issuance.

~~Note~~ On September 7, –2018, ~~Equity~~the ~~(Continued)~~Company issued an aggregate of 2,300,000 units at a price of $0.20 per unit for gross proceeds of $460,000. Each unit is comprised of one common share of the Company and one non-transferable common share purchase warrant with each warrant being exercisable into one additional share at an exercise price of $0.20 per warrant share for a period of two years after the closing of the financing.

On December 18, 2018, the Company issued 78,625 shares at $0.20 per share for an aggregate amount of $15,725 in respect of future consulting services to be rendered up from January 1, 2019 to December 31, 2019.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

Common shares (Continued)

On December 19, 2018, the Company issued an aggregate of 605,585 units at a price of $0.20 per unit. The total proceeds consist of $95,000 which was previously recorded as a share subscription received on the balance sheet with the remaining gross proceed of $26,117 received in 2018. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until December 19, 2020.On December 19, 2018, the Company issued an aggregate of 500,000 units at a price of $0.20 per unit for total proceeds of $100,000. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share until December 19, 2020.

As at December 31, 2018, the Company has 124,063,122 common shares (December 31, 2017 – 119,163,408) issued and outstanding.

Warrants

A summary of warrants as at December 31, ~~2017~~2018 and December 31, ~~2016~~ 2017 is as follows:

		Warrant Outstanding				~~Warrant Outstanding~~
					Weighted Average	~~Weighted Average~~
		Number of warrant	~~Number of warrant~~		Exercise Price	~~Exercise Price~~
Balance, December 31, 2016	~~Balance, December 31, 2016~~	-	-	$	$-	-
Issued	~~Issued~~	1,693,750	~~1,693,750~~		0.20	~~0.20~~
Balance, December 31, 2017	~~Balance, December 31, 2017~~	1,693,750	~~1,693,750~~	$	$0.20	~~0.20~~
Issued		3,493,085			0.20
Balance, December 31, 2018		5,186,835		$	0.20

Number	~~Exercise~~Weighted Average	Expiry Date	~~Remaining~~Weighted Average
Outstanding	Exercise Price	~~Date~~	Remaining Life
1,693,750	$0.20	April 3, 2019	10.25
2,300,000	$0.20	September 7, 2020	1.69
87,500	$0.20	September 17, 2021	2.72
1,105,585	$0.20	December 19, 2020	1.97
5,186,835	$0.20		1.30

On September 17, 2018 the Company granted a total of 87,500 warrants to a consultant. The warrants are exercisable at an exercise price of $0.20 per share. The warrants expire on September 17, 2021.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

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

On May 284, ~~2013,~~2014 the Company granted a total of ~~962~~150,~~358~~000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share and may be exercised for ~~five~~seven years. AOne ~~quarter~~third of the options will vest onat ~~each~~end of each ~~the~~completed ~~first~~year ~~four~~that ~~anniversaries of~~ the ~~date~~consultant ofprovides ~~initial~~the ~~grant~~services. The options were valued based on the Black Scholes model. OnAs of June 2230, ~~2015~~2017, the Company has fully recorded the stock based compensation for such options. In addition, on September 25, ~~481~~ 2017,~~179~~ 150,000 of these options were exercised at $0.01 per share for total proceeds of $41,~~812~~500. For the year ended December 31, ~~2017~~2018, the Company recorded stock based compensation of ~~$4,634~~nil (~~2016~~2017: $~~17,628~~47) for such options.

On August 224, ~~2013,~~2015 the Company granted a total of ~~800~~150,000 stock options to aan ~~consultant~~employee. The stock options are exercisable at ~~the~~an exercise price of $0.0120 per share and may be exercised for ~~five~~six years. ~~480,000~~One third of the options ~~so granted~~ will vest asat toend ~~one~~of each ~~quarter~~ of ~~such~~June ~~options~~21, at2016, ~~the~~June ~~end~~21, ~~of each~~2017 ~~completed~~and ~~year~~June ~~that~~21, ~~the~~2018 ~~consultant~~that ~~provides~~ the ~~services.~~employee ~~The~~remains ~~remaining 320,000~~an ~~options~~employee ~~will~~of bethe ~~fully~~Company ~~vested~~or ~~when~~its ~~the~~subsidiaries. ~~consultant~~On ~~has~~April ~~completed~~20, 2017, the ~~provision~~ ofCompany aamended ~~minimum~~this ofoption ~~600~~agreement ~~blood~~resulting ~~samples~~in ofthe ~~lung~~immediate ~~cancer~~vesting ~~and~~of ~~control~~any ~~patients~~remainder ~~during~~ unvested ~~the~~options 4upon ~~years~~termination ~~from~~of ~~August~~employment. 22In addition, ~~2013.~~the ~~One~~expiration ~~twelfth~~date of these options ~~will~~was ~~vest upon~~revised ~~each~~to 50be ~~blood~~three ~~samples~~years ~~having~~from ~~been~~the ~~delivered~~date byof ~~the~~termination. ~~consultant~~These tooptions ~~the Company~~became fully vested as at April 23, 2017. The options were valued based on the Black Scholes model. For the year ended December 31, ~~2017~~2018, the Company recorded stock based compensation of ~~$3,641~~ nil (~~2016~~2017: $285,~~419~~231) for such options.

On ~~November~~In ~~11,~~August ~~2013,~~2015 the Company granted a total of 1,~~924~~730,~~717~~ 000 stock options to afour ~~consultant~~advisors of the Company. The stock options are exercisable at an exercise price of $0.0120 per share and may be exercised for six-seven years. AOne ~~quarter~~third of the ~~options~~ options will vest ~~immediately~~at ~~and~~end aof ~~quarter on~~ each ofcompleted ~~the~~year ~~first~~for ~~three anniversaries~~which of the ~~date~~consultant ofprovides ~~initial~~the ~~grant~~services. The options were valued based on the Black Scholes model. AsFor ofthe year ended December 31, ~~2016~~2018, the Company ~~has fully~~ recorded ~~the~~ stock based compensation of $9,382 (2017: $36,184) for such options.

~~Online~~ ~~Disruptive~~On ~~Technologies~~September 1, ~~Inc.~~2015 ~~Notes~~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 ~~Consolidated~~ each ~~Financial~~of ~~Statements~~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. For the year ended December 31, 2018, the Company recorded stock based compensation of nil (2017: $5,238).

~~Note~~ 7On –November ~~Equity~~22, 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 at each of November 22, 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 the year ended December 31, 2018, the Company recorded stock based compensation of $3,392 (~~Continued~~2017: $2,038) for such options.

~~Stock~~Online ~~Options~~Disruptive ~~(continued)~~Technologies, Inc. Notes to the Consolidated Financial Statements December 31, 2018 and 2017

On ~~January~~Note 1,9 ~~2014,~~– ~~the~~Equity ~~Company~~(Continued) granted a total of 500,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share and may be exercised for five years. A quarter of the options will vest immediately and a quarter will vest at end of each completed year that the consultant provides the services. The options were valued based on the Black Scholes model. As of December 31, 2016, the Company has fully recorded the stock based compensation for such options.

On May 4, 2014 the Company granted a total of 150,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share and may be exercised for seven years. One third of the options will vest at end of each completed year that the consultant provides the services. The options were valued based on the Black Scholes model. As of June 30, 2017, the Company has fully recorded the stock based compensation for such options. In addition, on September 25, 2017, 150,000 of these options were exercised at $0.01 per share for total proceeds of $1,500. For the year ended December 31, 2017, the Company recorded stock based compensation of $47 (2016: $208) for such options.

On May 15, 2014 the Company granted a total of 150,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.01 per share and may be exercised for five years. 25,000 of the options will vest immediately. Furthermore, 75,000 and 50,000 of the options respectively will vest on the first and second anniversaries that the consultant provides the services. The options were valued based on the Black Scholes model. For the year ended December 31, 2016, the Company recorded stock based compensation of ($11.93) (2015: $24,016) for such options. In addition, on June 23, 2015, 100,000 of these options were exercised at $0.01 per share for total proceeds of $1,000.

On August 4, 2015 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 six years. One third of the options will vest at end of each of June 21, 2016, June 21, 2017 and June 21, 2018 that the employee remains an employee of the Company or its subsidiaries. On April 20, 2017, the Company amended this option agreement resulting in the immediate vesting of any remainder unvested options upon termination of employment. In addition, the expiration date of these options was revised to be three years from the date of termination. These options became fully vested as at April 23, 2017. The options were valued based on the Black Scholes model. For the year ended December 31, 2017, the Company recorded stock based compensation of $5,231 (2016: $9,347) for such 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 year ended December 31, 2017, the Company recorded stock based compensation of $36,184 (2016: $107,843) for such options.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements December 31, 2017

Note 7 – Equity (Continued)

Stock Options (continued)

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. For the year ended December 31, 2017, the Company recorded stock based compensation of $5,238 (2016: $12,098) for such options.

On November 22, 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 at the grant date of each of November 22, 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 year ended December 31, 2017, the Company recorded stock based compensation of $2,038 (2016: $4,482) 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 year ended December 31, 2017, the Company recorded stock based compensation of $5,144 (2016: $11,393) 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 year ended December 31, 2017, the Company recorded stock based compensation of $4,267 (2016: 9,436) for such options.

On February 15, 2016 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 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 year ended December 31, 2017, the Company recorded stock based compensation of $1,729 (2016: $2,894) for such options.

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 an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For year ended December 31, 2017, the Company recorded stock based compensation of $2,744 (2016: $4,425) for such options.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements December 31, 2017

Note 7 – Equity (Continued)

Stock Options (continued)

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. 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 an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2017, the Company recorded stock based compensation of $7,216 (2016: $13,385) for such options.

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 year ended December 31, 2017, the Company recorded stock based compensation of $22,870 (2016: $23,746) 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. For the year ended December 31, 2017, the Company recorded stock based compensation of $21,491 (2016: $29,946) 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. For the year ended December 31, 2017, the Company recorded stock based compensation of $43,283 for such options.

On July 2, 2017, 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 seven years. One third of the options will vest on 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 year ended December 31, 2017, the Company recorded stock based compensation of $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 seven years. 50,000 options vested on grant date. Off the remaining 210,000, one third of the options will vest on 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 year ended December 31, 2017, the Company recorded stock based compensation of $18,818 for such options.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements December 31, 2017

Note 7 – Equity (Continued)

Stock Options (Continued)

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 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 the year ended December 31, 2018, the Company recorded stock based compensation of $1,987 (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 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 the year ended December 31, 2018, the Company recorded stock based compensation of $1,658 (2017: $4,267) for such options.

On February 15, 2016 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 at each of February 15, 2017, February 15, 2018 and February 15, 2019 that the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. During the year ended December 31, 2018, 16,665 options were exercised at $0.20 per share resulting in total proceeds of $3,333. The remainder options 33,335 were cancelled and no stock based compensation was recorded for the year (2017: $1,729).

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 an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $843 (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 year ended December 31, 2018 the Company recorded stock based compensation of $2,086 (2017: $7,216) for such options.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

Stock Options (Continued)

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 year ended December 31, 2018, 506,668 option vested and the Company recorded stock based compensation of $12,434 (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. For the year ended December 31, 2018, the Company recorded stock based compensation of nil (2017: $21,491).

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 provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018 the Company recorded stock based compensation of $47,930 (2017: $43,283) for such options.

On July 2, 2017, 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 seven years. One third of the options will vest on each of the first, second and third anniversaries of the grant date provided the employee remains an employee of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018 the Company recorded stock based compensation of $9,144 (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. Of the remaining 210,000, one third of the options will vest on each of the first, second and third anniversaries of the grant date provided the employee remains a consultant of the Company or its subsidiaries. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $12,314 (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 year ended December 31, 2018, the Company recorded stock based compensation of $26,317 for such options.

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.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

Stock Options (Continued)

The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $182,608 for such options.

On June 22, 2018, the Company granted a total of 1,500,000 stock options to an employees. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One quarter of the options will vest immediately. The remaining 1,125,000 options will vest in equal amounts on each of June 22, 2019, June 22, 2020 and June 22, 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 year ended December 31, 2018, the Company recorded stock based compensation of $102,090 for such options.

On June 22, 2018, the Company granted a total of 200,000 stock options to a consultant. 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 June 22, 2019, June 22, 2020 and June 22, 2021. The options were valued based on the Black Scholes model. For the year ended December 31, 2018 the Company recorded stock based compensation of $8,432 for such options.

On June 22, 2018, the Company granted a total of 4,000,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for seven years. One quarter of the options vest on the date of grant, and a further quarter will vest on each of June 22, 2019, June 22, 2020 and June 22, 2021. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $265,751 for such options.

On June 22, 2018, the Company granted a total of 4,600,000 stock options to a group of employees, consultants and directors. 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 year ended December 31, 2018, the Company recorded stock based compensation of $640,432 for such options.

On July 18, 2018, the Company granted a total of 360,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. 150,000 of the options vest on the date of grant, and one third of the options will vest at the end of each year of service as at July 18, 2019, 2020 and 2021. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $34,548 for such options.

On September 12, 2018, the Company granted a total of 150,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for ten years. 30,000 of the options vest on the date of grant, and 40,000 of the options will vest at the end of each year of service as at September 12, 2019, 2020 and 2021. The options were valued based on the Black Scholes model. For the years ended December 31, 2018, the Company recorded stock based compensation of $8,709 for such options.

On September 14, 2018, the Company granted a total of 105,000 stock options to a consultant. The stock options are exercisable at an exercise price of $0.20 per share and expired on April 25, 2023. 15,000 options vested at the end of each 7 months of services. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $2,072 for such options.

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 9 – Equity (Continued)

Stock Options (Continued)

On November 22, 2018, the Company granted a total of 250,000 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 seven years. The options were valued based on the Black Scholes model. For the year ended December 31, 2018, the Company recorded stock based compensation of $212,893 for such options.

	Number of Options			Weighted	Expire date
				Average Exercise
				Price
Balance, December 31, 2016	17,395,896		$	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 12, 2017	260,000			0.20	July 12, 2027
Exercised, on September 25, 2017	(150,000	)		0.01	September 25, 2017
Balance, December 31, 2017	18,455,896		$	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
Expired, on September 28, 2018	(25,000	)		0.20
Granted, on June 22, 2018	14,400,000			0.20	June 22, 2025
Exercised, on March 20, 2018	(481,179	)		0.01
Exercised, on August 14, 2018	(800,000	)		0.01
Granted, on July 18, 2018	360,000			0.20	July 18, 2028
Granted, on September 12, 2018	150,000			0.20	September 12, 2028
Granted, on September 14, 2018	105,000			0.20	April 25, 2023
Granted, on November 22, 2018	250,000			0.20	November 22, 2025
Balance, December 31, 2018	32,595,967		$	0.13

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

			2017	2016
	2018	2017
Expected life – year	~~Expected life – year~~5-10	7-10	~~7-10~~	~~3-10~~
Interest rate	~~Interest~~1.53% ~~rate~~- 2.86%	1.60-2.40%	~~1.60-2.40%~~	~~0.73-2.45%~~
Volatility	~~Volatility~~65.68% - 94.22%	73.01-90.69%	~~73.01-90.69%~~	~~65.99-99.04%~~
Dividend yield	~~Dividend yield~~--%	--%	~~--%~~	~~--%~~
Forfeiture rate	~~Forfeiture rate~~--%	--%	~~--%~~	~~--%~~
Weighted average fair value of options granted	$0.13	$0.13

	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	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

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

~~Online~~Note ~~Disruptive~~9 ~~Technologies,~~– ~~Inc.~~Equity ~~Notes~~(Continued) ~~to the Consolidated Financial Statements December 31, 2017~~

~~Note~~Stock 7Options (Continued)As of December 31, 2018, there was approximately $525,483 of compensation expense related to non-vested awards (2017 – ~~Equity~~$97,974). This expense is expected to be recognized over a weighted average period of 1.31 year (~~Continued~~2017 – 1.24) .

~~Stock~~The ~~Options~~aggregate intrinsic value of vested options outstanding at December 31, 2018 is $2,313,196 (~~continued~~2017 – 2,556,620).

		Outstanding December 31, 2017							Exercisable as at December 31, 2017
			Outstanding December 31, 2018							Exercisable as at December 31, 2018
							~~Weighted~~	Weighted						~~Weighted~~	Weighted
				~~Weighted~~		Weighted	~~Average~~	Average			~~Weighted~~		Weighted	~~Average~~	Average
				~~Average~~		Average	~~Remaining~~	Remaining			~~Average~~		Average	~~Remaining~~	Remaining
~~Exercise~~	Exercise	~~Number of~~	Number of	~~Exercise~~		Exercise	~~Contractual~~	Contractual	~~Number of~~	Number of	~~Exercise~~		Exercise	~~Contractual~~	Contractual
~~Price~~	Price	~~Options~~	Options	~~Price~~		Price	~~Life (years)~~	Life (years)	~~Options~~	Options	~~Price~~		Price	~~Life (years)~~	Life (years)
$ 0.01		9,750,000	$	0.01			4.67		9,750,000	$	0.01			4.67
$	0.01		9,750,000		$	0.01		3.67		9,750,000		$	0.01		3.67
~~0.01~~	0.01	~~481,179~~	1,924,717	~~0.01~~		0.01	~~0.41~~	1.87	~~481,180~~	1,924,717	~~0.01~~		0.01	~~0.41~~	1.87
~~0.01~~	0.01	~~800,000~~	500,000	~~0.01~~		0.01	~~0.64~~	0.00	~~800,000~~	500,000	~~0.01~~		0.01	~~0.64~~	0.00
0.01		1,924,717		0.01			2.87		1,924,717		0.01			2.87
	0.20		150,000			0.20		1.31		150,000			0.20		2.34
0.01		500,000		0.01			1.00		500,000		0.01			1.00
	0.20		120,000			0.20		2.65		120,000			0.20		2.65
~~0.20~~	0.20	~~150,000~~	1,610,000	~~0.20~~		0.20	~~3.34~~	3.61	~~150,000~~	1,610,000	~~0.20~~		0.20	~~3.34~~	3.61
~~0.20~~	0.20	~~120,000~~	75,000	~~0.20~~		0.20	~~3.65~~	3.67	~~80,000~~	75,000	~~0.20~~		0.20	~~3.65~~	3.67
~~0.20~~	0.20	~~1,610,000~~	100,000	~~0.20~~		0.20	~~4.60~~	3.90	~~1,073,334~~	100,000	~~0.20~~		0.20	~~4.60~~	3.90
~~0.20~~	0.20	~~75,000~~	125,000	~~0.20~~		0.20	~~4.67~~	3.92	~~75,000~~	125,000	~~0.20~~		0.20	~~4.67~~	3.92
~~0.20~~	0.20	~~50,000~~	100,000	~~0.20~~		0.20	~~4.90~~	3.93	~~33,334~~	100,000	~~0.20~~		0.20	~~4.90~~	3.93
~~0.20~~	0.20	~~125,000~~	75,000	~~0.20~~		0.20	~~4.92~~	4.18	~~83,334~~	50,000	~~0.20~~		0.20	~~4.92~~	4.18
~~0.20~~	0.20	~~100,000~~	150,000	~~0.20~~		0.20	~~4.93~~	7.35	~~66,666~~	110,000	~~0.20~~		0.20	~~4.93~~	7.35
~~0.20~~	0.20	~~50,000~~	800,000	~~0.20~~		0.20	~~5.13~~	2.43	~~16,667~~	506,670	~~0.20~~		0.20	~~5.13~~	2.43
~~0.20~~	0.20	~~75,000~~	360,000	~~0.20~~		0.20	~~5.18~~	4.84	~~25,000~~	360,000	~~0.20~~		0.20	~~5.18~~	4.84
~~0.20~~	0.20	~~150,000~~	850,000	~~0.20~~		0.20	~~8.35~~	5.42	~~70,000~~	283,333	~~0.20~~		0.20	~~8.35~~	5.42
~~0.20~~	0.20	~~800,000~~	150,000	~~0.20~~		0.20	~~3.43~~	5.51	~~226,667~~	50,000	~~0.20~~		0.20	~~3.43~~	5.51
~~0.20~~	0.20	~~360,000~~	260,000	~~0.20~~		0.20	~~5.84~~	8.53	~~360,000~~	120,000	~~0.20~~		0.20	~~5.84~~	8.53
~~0.20~~	0.20	~~875,000~~	231,250	~~0.20~~		0.20	~~6.42~~	4.12	-	231,250	-		0.20	~~6.42~~	4.12
~~0.20~~	0.20	~~150,000~~	4,100,000	~~0.20~~		0.20	~~6.51~~	6.48	-	-	-		-	~~6.51~~	6.48
~~0.20~~	0.20	~~260,000~~	1,500,000	~~0.20~~		0.20	~~9.53~~	6.48	~~50,000~~	375,000	~~0.20~~		0.20	~~9.53~~	6.48
		18,405,896	$	0.06			4.24		15,765,898	$	0.04			4.01
	0.20		200,000			0.20		6.48		-			-		6.48
	0.20		4,000,000			0.20		6.48		1,000,000			0.20		6.48
	0.20		4,600,000			0.20		6.48		4,600,000			0.20		6.48
	0.20		360,000			0.20		9.55		150,000			0.20		9.55
	0.20		105,000			0.20		4.32		-			0.20		4.32
	0.20		150,000			0.20		9.71		30,000			0.20		9.71
	0.20		250,000			0.20		6.90		250,000			0.20		6.90
			32,595,967		$	0.13		4.95		22,570,970		$	0.10		4.31

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements December 31, ~~2017~~2018 and 2017

Note 79 – 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 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~~settle 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 inter-~~86.13%,~~company ~~11.72%~~debts ~~and~~with 2ODT.~~15%) .~~

~~Online~~ ~~Disruptive~~As ~~Technologies~~at December 31, ~~Inc.~~2018, ~~Notes~~Savicell issued 1,467 shares to settle inter-company debts with ODT. The Company, the ~~Consolidated~~ ~~Financial~~Warrant ~~Statements~~holder and the Savicell investors held underlying interests in the equity of Savicell of 87.81%, 10.43% and 1.76%, respectively (December 31, 2017 - 86.65%, 11.42% and 1.93%) .

~~Note~~Online 7Disruptive –Technologies, ~~Equity~~Inc. ~~(Continued)~~Notes to the Consolidated Financial Statements December 31, 2018 and 2017

Note ~~Non-Controlling~~9 ~~Interests~~ – Equity (~~continued~~Continued)

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, December 31, 2017	15,450		6,264,821
Shares issued to settle inter-company debts	1,467		2,494,219
Balance, December 31, 2018	16,917		8,759,040

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 810 – ~~Income~~Loss ~~Taxes~~per Share

Both basic and diluted loss per share presented on the face of our consolidated statements of operations. Basic and diluted loss per share are calculated as follows:

		December 31, 2018			December 31,
					2017

Net loss	$	(3,587,653	)	$	(2,264,316	)
Weighted average common shares outstanding:
Basic and diluted		120,542,611			110,324,539
Net loss per common share:
Basic and diluted	$	(0.03	)	$	(0.02	)

Certain stock options whose terms and conditions are described in Note 9, “Stock Options” could potentially 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.

		2018			2017
Anti-dilutive options		22,570,970			18,405,896

Online Disruptive Technologies, Inc.

Notes to the Consolidated Financial Statements

December 31, 2018 and 2017

Note 11– Income Taxes

The Company and Savicell are subject to income tax laws in their respective tax jurisdictions, which are the same as their respective place of incorporation.

The following table reconciles the income tax benefit at the U.S. Federal statutory rate to income tax benefit at the Company's effective tax rates.

	For the year ended		For the year ended
	December 31, 2017		December 31, 2016
	December 31, 2018		December 31, 2017
	$		$
Net loss before taxes	(2,264,316	)	(2,232,021	)
Net loss before tax	(3,587,653	)	(2,264,316	)
Statutory tax rate	3421.00%		34.00%
Expected income tax expense (recovery)	(~~769~~753,~~867~~407	)	(~~758~~769,~~887~~867	)
Non-deductible items	29364,~~374~~584		7729,~~624~~374
Change in estimates	1(16,~~687,286~~400	)	-1,687,286
Change enacted tax rate	536,617		-
Change in enacted tax rate	-		536,617
Foreign tax rate difference	3062,~~475~~224		~~122~~30,~~231~~475
Change in valuation allowance	(1342,~~513,885~~999	)	~~559~~(1,~~032~~513,885	)
Income tax expense (recovery)	-		-

Deferred taxes reflect the tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and ~~the~~their ~~amounts used for~~ tax ~~purposes~~values. Deferred tax assets (liabilities) at December 31, 2018 ~~2017~~ and ~~2016~~2017 are comprised of the following:

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements December 31, 2017

	December 31, 2018	December 31, 2017
	$	$
Net operating loss carryforwards	-	29,867
Convertible debenture	-	(29,867	)
Net deferred tax asset (liability)	-	-

~~Note~~Deferred 8tax –assets ~~Income~~and ~~Taxes~~liabilities ~~(continued)~~have been offset where they relate to income tax levied by the same taxation authority and the Company has the legal right and intent to offset. Deferred tax assets have not been recognized in respect of the following deductible temporary differences:

	December 31, 2017		December 31, 2016
	December 31, 2018		December 31, 2017
	$		$
Loss carry forwards	2,153,011		3,811,063
Tax loss carryforwards - USA	3,946,228		3,249,241
Convertible debenture	(14,017	)	(148,971	)
Tax loss carryforwards - Israel	7,122,610		6,264,362
Vacation accrual	9,213		-
Property, plant and equipment - Israel	63,824		68,914
Valuation allowance	(2,148,207	)	(3,662,092	)
Convertible debenture - USA	4,535		-
Net deferred tax assets (liabilities)	-		-
Vacation accrual - Israel	37,678		40,057

AsOnline atDisruptive ~~December 31~~Technologies, ~~2017,~~Inc. ~~the~~Notes ~~Company's~~to USthe ~~net~~Consolidated ~~operating~~Financial ~~loss carry~~Statements ~~forwards~~December ~~total $3~~31,~~391,467~~ ~~(2016~~2018 -and ~~$2,938,121). These losses expire as follow:~~2017

Year	Total
2029	3,163
2030	69,495
2031	98,143
2032	390,141
2033	651,369
2034	615,901
2035	553,917
2036	555,992
2037	453,346
	3,391,467

Note 11– Income Taxes (Continued)

As at December 31, ~~2017~~2018, the Company'’s ~~Israeli~~US net operating ~~loss~~ loss carry forwards total $63,~~264~~946,~~362~~228 (~~2016~~2017: – $43,~~483~~249,~~377~~241). These losses ~~carry forward~~expire ~~indefinitely.~~ as follows:

The deferred tax assets have not been recognized because at this stage of the Company’s development, it is not determinable that future taxable profit will be available against which the Company can utilize such deferred tax assets.

Expiry		$
2029		3,163
2030		69,495
2031		98,143
2032		390,141
2033		651,369
2034		615,901
2035		553,917
2036		555,992
2037		531,441
Indefinitely		476,666
TOTAL		3,946,228

~~Note~~As 9at –December ~~Loss~~31, ~~per~~2018, ~~Share~~the Company’s Israeli net operating loss carry forwards total $7,122,610 (2017 - $6,624,362). These losses carry forward indefinitely.

WeThe ~~present~~deferred ~~both~~tax ~~basic~~assets ~~and~~have ~~diluted~~not ~~income~~been ~~per~~recognized ~~share~~because onat this ~~the~~stage ~~face~~ of ~~our~~the ~~consolidated~~Company’s ~~statements~~development, ofit ~~operations.~~is ~~Basic~~not ~~and~~determinable ~~diluted~~that ~~income~~future taxable ~~per~~profit ~~share are~~will ~~calculated~~be asavailable ~~follows:~~against within the Company can utilize such deferred tax assets.

		December 31,			December 31,
		2017			2016
Net loss	$	(2,264,316	)	$	(2,232,021	)
Weighted average common shares outstanding:
Basic and diluted		110,324,539			107,753,316
Net loss per common share:
Basic and diluted	$	(0.02	)	$	(0.02	)

Note 12 – Commitments and Guarantees

~~Online~~The ~~Disruptive~~Company ~~Technologies,~~was ~~Inc.~~not ~~Notes~~a guarantor to ~~the Consolidated~~any ~~Financial~~parties ~~Statements~~as ~~December~~at December 31, ~~2017~~2018.

~~Note~~1. 9On –September ~~Loss~~11, 2012, ODT signed an employment agreement with one of the employees, 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 him 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 him options to purchase 3,750,000 common shares at a price per ~~Share~~share ~~(Continued)~~of $0.01. The options are exercisable for 10 years. He is eligible for subsequent option grants at the discretion of the board of directors.

~~Certain~~Online ~~stock~~Disruptive ~~options whose terms and conditions are described in Note 7~~Technologies, ~~“Stock~~Inc. ~~Options”~~Notes ~~could~~to ~~potentially~~the ~~dilute~~Consolidated ~~basic~~Financial ~~and~~Statements ~~dilute~~December ~~loss per share in the future~~31, ~~but~~2018 ~~were~~and ~~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.~~2017

			2017			2016
	Anti-dilutive options		18,405,896			17,345,896

Note 12 – Commitments and Guarantees (Continued)

Note 10 – Commitments and Guarantees

	2.	On October 30, 2012, ODT and Savicell signed an employment agreement with one of the employees, 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 him 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 him options to purchase 2,750,000 common shares at a price per share of $0.01. The options are exercisable for 10 years. He 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. On August 3, 2018, the lease was renewed for an additional two years. The monthly lease expense is $3,372 (NIS 12,121). On July 1, 2018, the Company signed an operating lease agreement for additional office space for a period ending May 31, 2019 with an option to renew the lease for an additional period of 2 years. The monthly lease expense is $1,959 (NIS 7,032). Future minimum lease commitment under the operating lease agreement is approximately $73,863 (NIS 265,168). The Company pledged a bank deposit which is used as a bank guarantee at an amount of $21,875 (NIS 78,531) to secure its payments under the lease agreement.

The Company was not a guarantor to any parties as at December 31, 2017.

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. 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 monthly lease expense is $3,372 (NIS 12,121). Future minimum lease commitment under the operating lease agreement is approximately $23,604 (NIS 84,847). 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 $9,837 (NIS 30,146) to secure its compliance with obligations.

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements December 31, 2017

Note 10 – Commitments and Guarantees (Continued)

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

		Consulting fee and				~~Consulting fee and~~
Year	~~Year~~	Salaries	~~Salaries~~		Office rent	~~Office rent~~		Total	~~Total~~
	2018	$	370,180		$	23,604		$	393,784
2019		370,180			50,259			420,439
	2019		370,180			-			370,180
2020		370,180			23,604			393,784
	2020		370,180			-			370,180
2021		370,180			-			370,180
	2021		370,180			-			370,180
2022		246,787			-			246,787
	2022		246,787			-			246,787
2023		-			-			-
Total	~~Total~~$	$1,357,237	~~1,727,507~~	$	$73,863	~~23,604~~	$	$1,431,190	~~1,751,111~~

Note 1113 – 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 long lived assets is as follows:

Period ended December 31, 2017		US		Israel		Total
Period ended December 31, 2018		US		Israel		Total
Long-lived assets	$	-	$	4745,~~135~~274	$	4745,~~135~~274

Year ended December 31, 2016		US		Israel		Total
Year ended December 31, 2017		US		Israel		Total
Long-lived assets	$	-	$	5547,~~444~~135	$	5547,~~444~~135

~~Note~~Online 12Disruptive –Technologies, ~~Supplemental~~Inc. ~~Disclosure~~Notes ~~with~~to ~~Respect~~the toConsolidated ~~Cash~~Financial ~~Flows~~ Statements December 31, 2018 and 2017

	December 31, 2017	December 31, 2016
	$	$
Convertible debentures issued for debt	-	172,894

Note 14 – Subsequent Events

Online Disruptive Technologies, Inc. Notes to the Consolidated Financial Statements December 31, 2017

1.	On March 4, 2019, the Company issued an aggregate of 1,302,000 units of common shares at a price of $0.20 per share for gross proceeds of $260,400. Each unit comprises one share and one non-transferable common stock share purchase warrant. Each warrant entitles the holder to acquire one additional share of common stock at a price of $0.20 per share for two years.

2.	On March 4, 2019, 500,000 stock options that were previously issued to a consultant were exercised at $0.01 per share with the exercise proceeds being applied to settle an outstanding payable to the consultant.

Note 1315 – ~~Subsequent~~Reclassification ~~Events~~of Prior Year Presentation

1. OnEffective ~~February~~January 131, 2018, the Company ~~granted~~has aadopted ~~total~~ASU of2016-18 ~~231,250 stock options with fair value of $27,310~~ to ashow ~~consultant. The stock options are exercisable at an exercise price of $0.20 per share and may be exercised for five years. The options vested immediately as of~~ the ~~date~~changes ~~of grant and may be exercised immediately after vesting. 2. On March 8, 2018, the Company entered into convertible loan and warrant subscription agreements with two investors~~ in the ~~aggregate~~total ~~amount~~ of ~~$350~~cash,~~000.~~ ~~The~~cash ~~loan is due on demand~~equivalents, ~~unsecured~~restricted ~~and~~cash ~~bears interest at 10% per annum, compounding semi-annually. Within fifteen days after the earlier to occur of the maturity date~~ and ~~the~~restricted ~~funding~~cash ~~event,~~equivalents if the loan is unpaid, the investors may convert part or all of the debt amounts into common shares of the Company at a price per share of $0.20 or such lesser price that the Company may issue additional shares to third parties in ~~private placements within~~ the ~~two~~statement ~~years. On conversion or repayment~~ of ~~the~~cash ~~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 per warrant~~flows. 3.Prior Onyear ~~April~~cash ~~17,~~flow ~~2018,~~statements ~~481,179~~have ~~stock~~been reclassified ~~options that were previously issued to a consultant were exercised at $0.01 per share~~ for ~~total~~consistency ~~proceeds~~with ~~of $4,812. 4. On May 18, 2018,~~ the ~~Company~~current ~~signed~~year apresentation. ~~consulting~~These ~~agreement~~reclassifications ~~with~~had anno ~~advisor~~effect ~~for a minimum of 12 monthly hours~~ on ~~issues related to statistical analysis and algorithm development by~~ the ~~Company.~~reported ~~The~~results ~~Company~~of ~~agreed to grant 117,660 shares at $0~~operation.20 ~~per share to the advisor, immediately for services from August 2017 through December 2018.~~

24 36

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE.

None.

ITEM 9A. CONTROL AND PROCEDURES

Disclosure Controls and Procedures

As required by paragraph (b) of Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934, our management, with the participation of our principal executive officer and principal financial officer evaluated our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this annual report on Form 10-K. Based on this evaluation, management concluded that as of the end of the period covered by this annual report on Form 10-K, these disclosure controls and procedures were ineffective.

Because of the inherent limitations in all control systems, our management believes that no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Management’s Report on Internal Control Over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over our financial reporting. In order to evaluate the effectiveness of internal control over financial reporting, as required by Section 404 of the Sarbanes-Oxley Act, our management, with the participation of our principal executive officer and principal financial officer has conducted an assessment, including testing, using the criteria in Internal Control — Integrated Framework, issued by the Committee of Sponsoring Organizations of the Treadway Commission (“COSO”). Our system of internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.

Our management, including our principal executive officer and our principal financial officer, conducted an evaluation of the design and operation of our internal control over financial reporting as of December 31, ~~2017~~2018 based on the criteria set forth in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. This evaluation included review of the documentation of controls, evaluation of the design effectiveness of controls, testing of the operating effectiveness of controls and a conclusion on this evaluation. Based on this evaluation, our management concluded our internal control over financial reporting was not effective as at December 31, ~~2017~~2018 due to the following material weaknesses which are indicative of many small companies with small staff: (i) inadequate segregation of duties and ineffective risk assessment; and (ii) insufficient written policies and procedures for accounting and financial reporting with respect to the requirements and application of both US GAAP and SEC guidelines.

Our company plans to take steps to enhance and improve the design of our internal control over financial reporting. During the period covered by this annual report on Form 10-K, we have not been able to remediate the material weaknesses identified above. To remediate such weaknesses, we plan to implement the following changes during our fiscal year ending December 31, ~~2018~~2019: (i) appoint additional qualified personnel to address inadequate segregation of duties and ineffective risk management; and (ii) adopt sufficient written policies and procedures for accounting and financial reporting. The remediation efforts set out in (i) is largely dependent upon our company securing additional financing to cover the costs of implementing the changes required. If we are unsuccessful in securing such funds, remediation efforts may be adversely effected in a material manner.

Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, within our company have been detected. These inherent limitations include the realities that judgments in decision-making can be faulty and that breakdowns can occur because of simple error or mistake.

Changes in internal control over financial reporting

There were no changes in our internal control over financial reporting during the fiscal year ended December 31, ~~2017~~2018 that have materially affected, or are reasonably likely to materially affect our internal control over financial reporting.

ITEM 9B OTHER INFORMATION

None

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.

Our directors hold office until the next annual meeting of stockholders and until his or her successor is elected and qualified. Any director may resign his or her office at any time and may be removed at any time by the holders of a majority of the shares then entitled to vote at an election of directors. Our board of directors appoints our executive officers, and our executive officers serve at the pleasure of our board of directors.

Our current directors and executive officers, their ages, ~~positions~~ positions held, and duration of such are as follows:

Name	Position Held with Our Company	Age	Date First Elected or Appointed
Giora Davidovits	Chief Executive Officer, President, Secretary, Treasurer and Director Chief Financial Officer	6364	July 30, 2012 October 2, 2012
David Eyal Davidovits	Vice President Business Development Chief Operations Officer Director	5051	April 5, 2012 July 30, 2012 November 7, 2012
Irit Arbel	Executive Vice President, Research and Development	57	July 30, 2012
Shafrira Shai	Executive Vice President, Research and Development	63	July 1, 2018
Benjamin Cherniak	Director	4950	August 4, 2010

Business Experience

The following is a brief account of the education and business experience of our directors and executive officers during at least the past five years.

Giora Davidovits, Director, Chief Executive Officer, Chief Financial Officer, President, Secretary, and Treasurer

Mr. Davidovits is currently our Chief Executive Officer, Chief Financial Officer, President, Secretary Treasurer and a director of our company. Mr. Davidovits brings 25 years of management experience at Fortune 500 companies to our company, including Procter & Gamble, Johnson & Johnson, Abbott Laboratories, and Rorer Consumer Pharmaceuticals, and of research experience at Ortho Diagnostics. He is the President and a senior partner of CorInsight LLC, a marketing, business development and technology transfer consultancy, and the past Chief Executive Officer of ABC Diabetes, Inc.

Mr. Davidovits has a BA in biochemistry from Brandies University and an MBA from Cornell University.

Mr. Davidovits introduced and successfully launched many products either in the role of marketing executive or consultant. His healthcare experience includes diabetes, cancer, pregnancy, cardiology, nephrology, podiatry, HIV, nutrition, and multiple OTC categories.

We believe Mr. Davidovits is qualified to serve on our board of directors because of his education and business experiences, including his experience as a director of similar companies, as described above.

David Eyal Davidovits, Director, Vice President Business Development and Chief Operating Officer

Mr. Davidovits brings 20 years of marketing, finance, and operations executive experience at Intel, Marvell, and CorInsight. Mr. Davidovits was the Vice President of Business Development of our company since April 5, 2012. His experience includes assessments of strategic partnerships and joint ventures with Intel Capital, Intel Haifa computer mobility group operations, finance management at Intel USA, and the development of and responsibility for major Fortune 500 company accounts at CorInsight. Mr. Davidovits is a senior partner of CorInsight LLC, a marketing, business development and technology transfer consultancy, and General Manager of CorInsight's Israel office.

Mr. Davidovits has a BS in Manufacturing Engineering and Business Studies from Coventry University, UK.

Irit Arbel, Advisory Board member and past Executive Vice President, Research and Development (resigned such post on June 30, 2018)

Irit Arbel brings 15 years of management experience in the areas of cell therapy, medical devices, and pharmaceuticals. She is a co-founder and served as chairperson of several medical device companies including Real Aesthetics Inc. and BRH Medical. She is a member of the RFB Investment House management team, and the co-founder and board member at Brainstorm Cell Therapeutics. She served as CEO of Pluristem Therapeutics and was Israel's national sales manager for Merck, Sharp and Dohme Ltd. Irit has extensive experience leading companies from startup to exits. She was a post doctorate at Hadassah Hospital Neurological Department.

Ms. Arbel was a post doctorate at Hadassah Hospital Neurological Department. Irit received a Doctor of Science (D.Sc.) in Neurology from The Technion Medical School; MA in Medical Science; and BA in Chemical Engineering and Biology. Her healthcare experience includes Alzheimer’s, MS, ALS, cancer, stem cell therapy, cardiology, ophthalmology, and diabetic wound healing.

Shafrira Shai: Executive Vice President of Research & Development

Dr. Shai brings to Savicell 20 years of management experience in the areas of advanced medical diagnostics, medical devices, and pharmaceuticals. She gained extensive experience in R&D and medical diagnostic applications from invention to product commercialization of non-invasive medical diagnostic systems. She was the founder of BioShaf Ltd and served as CEO of several start-up companies.

Dr. Shai holds D.Sc. degree from the Faculty of Medicine at the Technion, (the Israeli Institute of Technology). During her five years of Post-Doctoral work at the two top Scientific Institutes in the UK (at NIMR-National Inst. for Medical Research London and at University College London), she gained R&D experience in cancer therapy. Her healthcare experience includes autoimmune diseases, vaccination for Malaria, infertility and ICH (ischemic cerebral hemorrhage).

Benjamin Cherniak, Director

Mr. Cherniak is a director of our company. Since 2007, Mr. Cherniak has also served as President for various companies engaged in the dissemination of sports information relevant to the North American professional and collegiate leagues. In these capacities, Mr. Cherniak’s responsibilities have included international business development and the overseeing of all business operations of the various companies. From 2003 to 2006, Mr. Cherniak was a principal with Bosworth Field Associates and in 2007 Mr. Cherniak was a principal of Stanton Chase International. Bosworth and Stanton are two executive recruiting firms, specializing in the finance and accounting sectors. Previously, Mr. Cherniak has significant experience in a wide array of businesses, specializing in the areas of marketing and product development.

We believe Mr. Cherniak is qualified to serve on our board of directors because of his education and varied business experiences, including his experience as our director, as described above.

Family Relationships

Giora Davidovits and Eyal Davidovits are brothers.

Committees of Board of Directors

We do not presently have a separately constituted audit committee, compensation committee, nominating committee, executive committee or any other committees of our Board of Directors. As such, our Board of Directors act as our audit committee and handle matters related to compensation and nomination of directors.

Our board of directors has determined that it does not have a member that qualifies as an “audit committee financial expert” as defined in Item 407(d)(5)(ii) of Regulation S-K issued by the United States Securities and Exchange Commission. We believe that our entire board of directors is capable of analyzing and evaluating financial statements that present a breadth and level of complexity of accounting issues that are generally comparable to the breadth and complexity of the issues reasonably expected to be raised by our company. We believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated revenues to date.

Section 16(a) Beneficial Ownership Compliance

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended December 31, ~~2017~~2018, all filing requirements applicable to its officers, directors and greater than 10% percent beneficial owners were complied with.

Code of Ethics

We have not yet adopted a Code of Ethics. We believe that due to the size of our management, we do not require a code of ethics.

Involvement in Certain Legal Proceedings

Our directors and executive officers have not been involved in any of the following events during the past ten years:

1. any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); 3. being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his or her involvement in any type of business, securities or banking activities; 4. being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; 5. being the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspended or vacated, relating to an alleged violation of: (i) any federal or state securities or commodities law or regulation; or (ii) any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary or permanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease- and-desist order, or removal or prohibition order; or (iii) any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or

28 40

being the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as defined in Section 3(a)(26) of the Securities Exchange Act of 1934), any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act), or any equivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member.

ITEM 11. EXECUTIVE COMPENSATION.

The particulars of compensation paid to the following persons:

(a) all individuals serving as our principal executive officer during the year ended December 31, ~~2017~~2018; (b) each of our two most highly compensated executive officers other than our principal executive officer who were serving as executive officers at December 31, ~~2017~~2018 who had total compensation exceeding US $100,000; (c) and up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at December 31, ~~2017~~2018,

who we will collectively refer to as the named executive officers, for the years ended December 31, ~~2017~~2018 and ~~2016~~2017, are set out in the following summary compensation table (in USD):

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan ~~Compensation~~Compensa-tion ($)	Nonqualified Deferred CompensationEarnings ($)	All Other Compensation ($)	Total ($)
Giora Davidovits CEO, CFO, President, Secretary, Treasurer and Director	~~20172016~~2018 ~~2015~~2017 2016	$250,000 $250,000 $250,000	Nil Nil Nil	Nil Nil Nil	~~NilNil~~Nil Nil Nil	$26,106 $26,106 $27,388 ~~Nil~~	Nil Nil Nil	~~NilNil~~Nil Nil Nil	$276,106 $~~277~~276,~~388~~106 $~~250~~277,~~000~~388
David Eyal Davidovits VP BusinessDevelopment , COO, and Director	2017 2016 2015	$120,180 $112,276 $111,392	Nil Nil Nil	Nil Nil Nil	NilNil Nil	$28,032 $52,783 $36,759	Nil NilNil	Nil Nil Nil	$148,212 $165,059 $148,151
David Eyal Davidovits VP Business Development, COO, and Director	2018 2017 2016	$116,696 $120,180 $112,276	Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$64,385 $28,032 $52,783	Nil Nil Nil	Nil Nil Nil	$181,081 $148,212 $165,059
Irit Arbel Executive Vice President	2018 2017 2016 ~~2015~~	$64,290 $113,503 $106,039 ~~$105,203~~	~~NilNilNil~~Nil Nil Nil	Nil Nil Nil	Nil Nil Nil	$28,801 $16,065 $33,457 ~~$34,718~~	Nil Nil Nil	Nil Nil Nil	$~~129~~93,~~568~~901 $~~139~~129,~~496~~568 $139,~~921~~496

29 41

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensa- tion ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Shafrira Shai, Executive Vice President, Research and Development	2018 2017 2016	$42,815 Nil Nil	Nil Nil Ni	Nil Nil Ni	Nil Nil Ni	Nil Nil Nil	Nil Nil Ni	Nil Nil Ni	$42,815 Nil Nil

Employment Agreements or Arrangements

Other than noted below, we have not entered into any employment (or consulting) agreements or arrangements, whether written or unwritten, with our directors or executive officers.

Giora Davidovits

Employment Agreement

On September 19, 2012, we signed an employment agreement with Giora Davidovits, our Chief Executive Officer and President to be effective on September 1, 2012. In return for acting as our executive officer, we agreed to provide the following consideration:

	(a)	pay a salary of US$250,000 per year;
	(b)	grant 3,750,000 options to purchase our company’s common stock at an exercise price of $0.01 per share for a period of 10 years;
	(c)	grant future stock options at the discretion of our board of directors at the prevailing market price, in accordance with our company’s compensation policies; and
	(d)	eligibility for participation in our company’s bonus plan, which is based on the achievement of performance goals established with the mutual consent of our company and Mr. Davidovits.

The employment agreement of Giora Davidovits was extended by mutual agreement effective September 1, 2017 for a five year term to August 31, 2022. All terms of the employment agreement remained the same.

We may terminate Giora Davidovits’ employment at any time without just cause (as defined in the employment agreement) by providing Giora Davidovits with ninety days prior written notice. In the event we terminate Giora Davidovits’ employment without just cause or in the event of a change of control (as defined in the employment agreement), we must:

	(a)	continue to pay Giora Davidovits his base salary of US$250,000 for a period of two years from the date Giora Davidovits’ employment is terminated or the change of control occurs; and
	(b)	continue to provide, for this duration, such employee benefits (as defined in the employment agreement) as may be permitted by and in accordance with the formal plan which governs each of the employee benefits.

David Eyal Davidovits

On October 30, 2012, we signed an employment agreement with David Eyal Davidovits, our Chief Operating Officer to be effective on September 1, 2012. In return for acting as our executive officer, we agreed to provide the following consideration:

(a) pay a salary of NIS 432,000 including VAT paid NIS 36,000 monthly in arrears; (b) grant 2,750,000 options to purchase our company’s common stock at an exercise price of US$0.01 per share until July 30, 2022; (c) eligibility for participation in our company’s bonus plan or compensation plan, which is based on the achievement of performance goals established with the mutual consent of our company and Mr. Davidovits; (d) the option of one of the following compensation for any costs associated with his car travel: (i) we agreed to lease a car and pay for all related expenses up to NIS 4,000 net per month; or (ii) Mr. Davidovits agreed to use his car for work related matters as required for the performance of his job, and we agreed to grant a car allowance of NIS 4,000 net per month; (e) group extended health and dental, life and long-term disability insurance, pension and other benefits; and42

(f) we agreed to open and maintain a Keren Hishtalmut Fund, as defined under Israeli employment law which we agreed to contribute an amount equal to 7 1/2% of each monthly salary.

The employment agreement of Eyal Davidovits was extended by mutual agreement effective September 1, 2017 for a five year term to August 31, 2022. All terms of the employment agreement remained the same.

We may terminate Eyal Davidovits’ employment at any time without just cause (as defined in the employment agreement) by providing Eyal Davidovits with ninety days prior written notice. In the event we terminate Eyal Davidovits’ employment without just cause or in the event of a change of control (as defined in the employment agreement), we must:

	(a)	continue to pay Eyal Davidovits his base salary of NIS 432,000 per annum (paid NIS 36,000 per month in arrears) for a period of two years from the date Eyal Davidovits’ employment is terminated or the change of control occurs; and
	(b)	continue to provide, for this duration, such employee benefits (as defined in the employment agreement) as may be permitted by and in accordance with the formal plan which governs each of the employee benefits.

Outstanding Equity Awards at Fiscal Year-End of Named Executive Officers

The following table sets forth for each named executive officer certain information concerning the outstanding equity awards as of December 31, ~~2017~~2018:

Name and Principal Position	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price	Option Expiration Date
Giora Davidovits Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director	3,750,000	Nil	$0.01	September 1, 2022
David Eyal Davidovits Vice President Business Development, Chief Operations Officer, and Director	2,750,000	Nil	$0.01	September 1, 2022
Irit Arbel Executive Vice President	2,000,000	Nil	$0.01	September 1, 2022

Name and Principal Position	Number of Securities Underlying Unexercised Options Exercisable	Number of Securities Underlying Unexercised Options Unexercisable	Option Exercise Price	Option Expiration Date
Giora Davidovits Chief Executive Officer, Chief Financial Officer, President, Secretary, Treasurer and Director	3,750,000	Nil	$0.01	September 1, 2022
	1,800,000	Nil	$0.20	June 22, 2025
David Eyal Davidovits Vice President Business Development, Chief Operations Officer, and Director	2,750,000	Nil	$0.01	September 1, 2022
	1,400,000	Nil	$0.20	June 22, 2025
Irit Arbel Executive Vice President	2,000,000	Nil	$0.01	September 1, 2022
Irit Arbel Executive Vice President	500,000	Nil	$0.20	June 22, 2025
Shafrira Shai, Executive Vice President, Research and Development	1,500,000	Nil	$0.20	June 22, 2025

Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide retirement or similar benefits for our directors or executive officers.

Director Compensation

The following is a summary of the compensation payable to our directors, who are not named executive officers for the fiscal year ended December 31, ~~2017~~2018:

DIRECTOR COMPENSATION
Name	Fees earned or paid in cash ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion ($)	Nonqualified Deferred Compensation Earnings ($)	All Other Compensation ($)	Total ($)
Benjamin Cherniak	Nil	Nil	200,000	Nil	Nil	Nil	27,845

DIRECTOR COMPENSATION Name Fees earned orpaid in cash ($) Stock Awards($) Option Awards ($) Non-Equity Incentive Plan Compensation ($) Nonqualified Deferred CompensationEarnings ($) All Other Compensation($) Total ($) Benjamin Cherniak Nil Nil Nil Nil Nil Nil Nil

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS.

Security Ownership

The following table sets forth, as of April 241, ~~2018~~2019, certain information known to us with respect to the beneficial ownership of our common stock by (i) each of our directors, (ii) each of our named executive officers (as defined in the “Executive Compensation” section) and current executive officers, (iii) all of our directors and current executive officers as a group, and (iv) each shareholder known by us to be the beneficial owner of more than 5% of our common stock. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock.

Management

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership(1)	Percent of Class(2)
Giora Davidovits 16 Carter Lane Andover, MA 01810 USA	Common stock	2123,~~423~~223,333 Direct (3)	1718.3645%
David Eyal Davidovits 69 Hashomer Street Zichron, Yaakov, Israel 30900	Common stock	1718,~~470~~870,000 Direct (4)	14.2799%
Irit Arbel 6 Hadishon Street Jerusalem, Israel 96956	Common stock	8,~~140~~640,000 Direct (5)	6.6986%
Benjamin Cherniak 3120 S. Durango Drive, Suite305 Las Vegas, NV 89117 USA	Common stock	2,~~700~~900,000 Direct	2.2630%
Directors and Executive Officers as a Group (4 persons)	Common stock	49,733,333	40.58%
Shafrira Shai, Hanoter 4, Haifa, Israel	Common stock	Nil N/A	N/A
Directors and Executive Officers as a Group (4 persons)	Common stock	53,633,333	42.61%

Beneficial Holders

Name and Address of Beneficial Owner	Title of Class	Amount and Nature of Beneficial Ownership(1)	Percent of Class(2)
Ori Ackerman No. 7 Moshav Rakefet Doar Na Misgav, 20175 Israel	Common Stock	5,856,242 Direct	4.89%
Dr. Borenstien Ltd. No. 18 Rienes St. Tel Aviv, Israel	Common Stock	12,881,500 Direct	10.23%
Dr. Borenstien Ltd. No. 18 Rienes St. Tel Aviv, Israel	Common Stock	12,881,500 Direct	10.77%

⁽¹⁾	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, would be counted as outstanding for computing the percentage of the person holding such options, warrants or convertible securities but not counted as outstanding for computing the percentage of any other person.
⁽²⁾	Based on 125,865,122 shares of common stock issued and outstanding as of April 1, 2019. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
⁽³⁾	Includes 17,673,333 shares of common stock and 5,550,000 options to purchase shares of common stock exercisable within 60 days.
⁽⁴⁾	Includes 14,720,000 shares of common stock and 4,150,000 options to purchase shares of common stock exercisable within 60 days.
⁽⁵⁾	Includes 6,140,000 shares of common stock and 2,500,000 options to purchase shares of common stock exercisable within 60 days.

	(1)	Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Shares of common stock subject to options, warrants and convertible securities currently exercisable or convertible, or exercisable or convertible within 60 days, would be counted as outstanding for computing the percentage of the person holding such options, warrants or convertible securities but not counted as outstanding for computing the percentage of any other person.
	(2)	Based on 119,644,587 shares of common stock issued and outstanding as of April 24, 2018. Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.
	(3)	Includes 17,673,333 shares of common stock and 3,750,000 options to purchase shares of common stock exercisable within 60 days.
	(4)	Includes 14,720,000 shares of common stock and 2,750,000 options to purchase shares of common stock exercisable within 60 days.
	(5)	Includes 6,140,000 shares of common stock and 2,000,000 options to purchase shares of common stock exercisable within 60 days.

Changes in Control

We are unaware of any contract or other arrangement the operation of which may at a subsequent date result in a change of control of our company.

Transactions with related persons

Other than as disclosed below, there have been no transactions since January 1, 2015, or any currently proposed transaction, in which we were or are to be a participant, and the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year -end for the last two completed fiscal years, and in which any of the following related persons had or will have a direct or indirect material interest:

	(i)	Any director or executive officer of our company;
	(ii)	Any person who beneficially owns, directly or indirectly, shares carrying more than 5% of the voting rights attached to our outstanding shares of common stock;
	(iii)	Any of our promoters and control persons; and
	(iv)	Any member of the immediate family (including spouse, parents, children, siblings and in- laws) of any of the foregoing persons.

During the year ended December 31, 2017, we incurred consulting fees and salaries of 553,887 payable to our directors and officers (for the year ended December 31, 2016 - $581,943), and $108,000 payable to a company controlled by a former director/officer of our company (December 31, 2016 - $108,000), only a portion of which was paid in cash with the balance accrued and remaining payable.

Name and Position	2018	2017
Giora Davidovits, CEO, CFO	$276,106	$276,106
Eyal Davidovits, COO	$181,081	$148,212
Irit Arbel, VP Research and Business Development (Resigned during FY18)	$93,091	$129,568
Shafrira Shai, New VP Research and Business Development	$42,815	-
Total	$593,094	$553,886

33As at December 31, 2018, included in accounts payable and accrued liabilities are amounts of $94,045 (December 31, 2017 - $426,648) that was payable to current officers or directors of the Company.

Name and Position	2017	2016
Giora Davidovits, CEO, CFO	$276,106	$277,388
Eyal Davidovits, COO	$148,212	$165,059
1367826 Ontario Limited, a consulting company controlled by Robbie Manis, a former director	$108,000	$108,000
Irit Arbel, VP Research and Business Development	$129,568	$139,921
Total	$661,886	$689,943

As at December 31, 2017, included in accounts payable and accrued liabilities are amounts of $102,214 (December 31, 2016 - $6,300) that was payable to a company controlled by a former director/officer of the Company and $426,648 (December 31, 2016 - $34,609) that was payable to current officers or directors of the Company.

Director Independence

Our common stock is quoted on OTC Pink operated by the OTC Markets Group, which do not impose any director independence requirements. Under NASDAQ rule 5605(a)(2), a director is not independent if he or she is also an executive officer or employee of the corporation within the last three years. Using this definition of independent director, we have determined that we do not have any independent directors because of our directors’ current or former positions as executive officer of our company.

ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES.

Audit Fees

The following table sets forth the fees billed to our company for professional services rendered by MNP LLP, our independent registered public accounting firm for the years ended December 31, ~~2017~~2018 and ~~2016~~2017:

Fees		~~2017~~2018	~~2016~~2017
Audit Fees	$	30,~~000~~871	3825,~~217~~412
Audit Related Fees		1513,~~000~~120	1013,~~050~~861
Tax Fees		~~2,375~~nil	~~2,525~~nil
Other Fees		nil	nil
Total Fees	$	4743,~~375~~991	5039,~~792~~273

Policy on Pre-Approval by Audit Committee of Services Performed by Independent Auditors

Our entire board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by our directors before the respective services were rendered.

Our board of directors have considered the nature and amount of fees billed by MNP LLP and believe that the provision of services for activities unrelated to the audit is compatible with maintaining MNP LLP’s independence.

34 47

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULES.

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)

35 48

Exhibit Number	Description
(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.

36 49

Signatures

Pursuant to the requirements of Section 13 or 15(d) of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereto duly authorized.

ONLINE DISRUPTIVE TECHNOLOGIES, INC. By /s/ Giora Davidovits Giora Davidovits President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) June 4, 2018

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.

By /s/ Giora Davidovits Giora Davidovits President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) June 4, 2018

/s/ Giora Davidovits Giora Davidovits President, Chief Executive Officer, Chief Financial Officer, Treasurer, Secretary and Director (Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) April 3, 2019 /s/ Benjamin Cherniak Benjamin Cherniak Director ~~June~~April 43, ~~2018~~2019 /s/ Eyal Davidovits Eyal Davidovits Director ~~June~~April 43, ~~2018~~2019

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