Pluristem Announces Bought Deal Offering
January 19 2017 - 4:53PM
Pluristem Therapeutics Inc. (Nasdaq:PSTI) (TASE:PSTI) announced
today that it has entered into an underwriting agreement with H.C.
Wainwright & Co., LLC, under which the underwriter has agreed
to purchase on a firm commitment basis a minimum of 8,163,265
shares of common stock of the Company, at a price to the public of
US$1.225 per share (the “Public Price”) together with warrants to
purchase at least 4,897,959 shares of common stock of the Company
with an exercise price of US$1.40 per share of common stock (the
“Exercise Price”). The warrants have a term of five and a half
years exercisable within 6 months from the date of issuance. The
aggregate gross proceeds to the Company (assuming no exercise of
the warrants) are approximately US$10 million, before deducting
underwriting discounts and commissions and estimated offering
expenses.
H.C. Wainwright & Co. is acting as the sole
book-running manager in connection with this offering.
The Company also has granted to the underwriter
a 30-day option (the “Over-Allotment Option”) to purchase up to an
additional 1,224,490 shares of common stock at the Public Price
and/or with warrants to purchase 734,694 shares of common stock of
the Company, for potentially additional aggregate proceeds to the
Company of up to approximately US $1.5 million (assuming no
exercise of the warrants) before deducting underwriting discounts
and commissions and estimated offering expenses. In the event the
Over-Allotment Option is exercised in full, the aggregate gross
proceeds to the Company (assuming no exercise of the warrants) will
be approximately US $11.5 million.
The closing of the offering is expected to occur
on or about January 25, 2017, subject to customary closing
conditions. The Company intends to use the net proceeds of the
offering for research and product development activities, clinical
trial activities, investment in capital equipment and for working
capital and other general corporate purposes. This press release
shall not constitute an offer to sell, or a solicitation of an
offer to buy, nor shall there be any sale of these securities in
any state or jurisdiction in which such an offer, solicitation, or
sale would be unlawful prior to registration or qualification under
the securities laws of any such state or jurisdiction. The
securities described above are being offered by the Company
pursuant to a “shelf” registration statement previously filed with
and declared effective by the Securities and Exchange Commission
(the “SEC”) on October 30, 2014.
The offering may be made only by means of a
prospectus supplement and the accompanying prospectus. A
preliminary prospectus supplement and the accompanying prospectus
related to the offering will be filed with the SEC and once filed,
copies can be obtained by contacting H.C. Wainwright & Co.,
LLC, 430 Park Avenue, New York, NY 10022, by calling 646-975-6996
or by email at placements@hcwco.com or at the SEC's website at
http://www.sec.gov.
About Pluristem
Therapeutics
Pluristem Therapeutics Inc. is a leading
developer of placenta-based cell therapy products. The Company has
reported robust clinical trial data in multiple indications for its
patented PLX (PLacental eXpanded) cells. The cell products release
a range of therapeutic proteins in response to inflammation,
ischemia, hematological disorders, and radiation damage. PLX cell
products are grown using the Company's proprietary
three-dimensional expansion technology. They are off-the-shelf,
requiring no tissue matching prior to administration.
Pluristem has a strong intellectual property
position; Company-owned and operated, GMP-certified manufacturing
and research facilities; strategic relationships with major
research institutions; and a seasoned management team.
Safe Harbor Statement
This press release contains express or implied
forward-looking statements within the Private Securities Litigation
Reform Act of 1995 and other U.S. Federal securities laws. For
example, the Company is using forward-looking statements when the
Company discusses the expected closing of the offering and its
intended use of proceeds. These forward-looking statements and
their implications are based on the current expectations of the
management of the Company only, and are subject to a number of
factors and uncertainties that could cause actual results to differ
materially from those described in the forward-looking statements.
The following factors, among others, could cause actual results to
differ materially from those described in the forward-looking
statements: market risks and uncertainties; the offering is subject
to conditions that may not be met; changes in technology and market
requirements; the Company may encounter delays or obstacles in
launching and/or successfully completing its clinical trials; the
Company’s products may not be approved by regulatory agencies, the
Company’s technology may not be validated as it progresses further
and its methods may not be accepted by the scientific community;
the Company may be unable to retain or attract key employees whose
knowledge is essential to the development of its products;
unforeseen scientific difficulties may develop with the Company’s
process; the Company’s products may wind up being more expensive
than it anticipates; results in the laboratory may not translate to
equally good results in real clinical settings; results of
preclinical studies may not correlate with the results of human
clinical trials; the Company’s patents may not be sufficient; the
Company’s products may harm recipients; changes in legislation;
inability to timely develop and introduce new technologies,
products and applications; loss of market share and pressure on
pricing resulting from competition, which could cause the actual
results or performance of the Company to differ materially from
those contemplated in such forward-looking statements. Except as
otherwise required by law, the Company undertakes no obligation to
publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events. For a more detailed
description of the risks and uncertainties affecting the Company,
reference is made to the Company's reports filed from time to time
with the Securities and Exchange Commission.
Contact:
Pluristem Therapeutics Inc.
Karine Kleinhaus, MD, MPH
Divisional VP, North America
1-914-512-4109
karinek@pluristem.com
Pluristem Therapeutics (NASDAQ:PSTI)
Historical Stock Chart
From Mar 2024 to Apr 2024
Pluristem Therapeutics (NASDAQ:PSTI)
Historical Stock Chart
From Apr 2023 to Apr 2024