TEL AVIV, Israel, Sept. 7, 2017 /PRNewswire/ -- Cellect
Biotechnology Ltd. (Nasdaq: APOP), a developer of stem cells
selection technology, announced that it has entered into securities
purchase agreements with certain accredited investors to receive
gross proceeds of $4.3 million.
In connection with the offering, the Company will issue 531,136
American Depository Shares (ADSs) at a purchase price reflecting
the average share price of six days prior to September 6, 2017 with a 4% discount representing
$8.10 per ADS in a registered direct
offering. Additionally, for each ADS purchased, the investors
will receive an unregistered 12 month, warrant to purchase 50% of
the amount raised at an exercise price of $12.07 per ADS. The closing of the offering
is expected to take place on or about September 11, 2017, subject to the satisfaction
of customary closing conditions.
H.C. Wainwright & Co. is
acting as the placement agent in connection with this offering.
The ADSs described above (but not the warrants or the ADSs
underlying the warrants) are being offered pursuant to a "shelf"
registration statement (File No. 333-219614) which became effective
on August 17, 2017. Such ADSs
may be offered only by means of a prospectus, including a
prospectus supplement, forming a part of the effective registration
statement. The warrants described above were offered in a private
placement under Section 4(a)(2) of the Securities Act of 1933, as
amended (the "Act"), and Regulation D promulgated thereunder and/or
Regulation S and, along with the ADSs issuable upon their exercise,
have not been registered under the Act, and may not be offered or
sold in the United States absent
registration with the SEC or an applicable exemption from such
registration requirements.
This press release shall not constitute an offer to sell or the
solicitation of an offer to buy any of the securities described
herein. There shall not be any offer, solicitation of an offer to
buy, or sale of securities in any state or jurisdiction in which
such an offering, solicitation, or sale would be unlawful prior to
registration or qualification under the securities laws of any such
state or jurisdiction.
The Company will file a prospectus supplement and the
accompanying base prospectus with the SEC relating to such ADSs,
and following such filing, copies of the prospectus supplement and
the accompanying base prospectus relating to this offering may be
obtained at the SEC's website at http://www.sec.gov, or by
contacting H.C. Wainwright &
Co., LLC, 430 Park Avenue, 4th Floor, New
York, New York 10022, by telephone: (646) 975-6996 or by
email at placements@hcwco.com
About Cellect Biotechnology Ltd.
Cellect Biotechnology (NASDAQ: "APOP", "APOPW") has developed a
breakthrough technology for the selection of stem cells from any
given tissue that aims to improve a variety of stem cell
applications.
The Company's technology is expected to provide pharma
companies, medical research centers and hospitals with the tools to
rapidly isolate stem cells in quantity and quality that will allow
stem cell related treatments and procedures. Cellect's technology
is applicable to a wide variety of stem cell related treatments in
regenerative medicine and that current clinical trials are aimed at
the cancer treatment of bone marrow transplantations.
Forward Looking Statements
This press release contains forward-looking statements about the
Company's expectations, beliefs and intentions. Forward-looking
statements can be identified by the use of forward-looking words
such as "believe", "expect", "intend", "plan", "may", "should",
"could", "might", "seek", "target", "will", "project", "forecast",
"continue" or "anticipate" or their negatives or variations of
these words or other comparable words or by the fact that these
statements do not relate strictly to historical matters. For
example, forward-looking statements are used in this press release
when we discuss our expectation regarding the gross proceeds, the
intended use of proceeds and the closing of the offering. 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. In addition, historical results or
conclusions from scientific research and clinical studies do not
guarantee that future results would suggest similar conclusions or
that historical results referred to herein would be interpreted
similarly in light of additional research or otherwise. The
following factors, among others, could cause actual results to
differ materially from those described in the forward-looking
statements: changes in technology and market requirements; we may
encounter delays or obstacles in launching and/or successfully
completing our clinical trials; our products may not be approved by
regulatory agencies, our technology may not be validated as we
progress further and our methods may not be accepted by the
scientific community; we may be unable to retain or attract key
employees whose knowledge is essential to the development of our
products; unforeseen scientific difficulties may develop with our
process; our products may wind up being more expensive than we
anticipate; 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; our patents may not be sufficient; our products may harm
recipients; changes in legislation; inability to timely develop and
introduce new technologies, products and applications, which could
cause the actual results or performance of the Company to differ
materially from those contemplated in such forward-looking
statements. Any forward-looking statement in this press release
speaks only as of the date of this press release. The Company
undertakes no obligation to publicly update or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by any
applicable securities laws. More detailed information about the
risks and uncertainties affecting the Company is contained under
the heading "Risk Factors" in Cellect Biotechnology Ltd.'s Annual
Report on Form 20-F for the fiscal year ended December 31, 2016 filed with the U.S. Securities
and Exchange Commission, or SEC, which is available on the SEC's
website, www.sec.gov. and in the Company's period filings with the
SEC and the Tel-Aviv Stock Exchange.
Contact
Cellect Biotechnology Ltd.
Eyal Leibovitz, Chief Financial
Officer
www.cellect.co
+ 972-9-974-1444
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SOURCE Cellect Biotechnology Ltd.