Item 8.01.
Other Events.
On October 30, 2017, Pluristem Therapeutics Inc., or the Company,
priced a public offering, or the Offering, of 9,000,000 shares of its common stock on the Tel Aviv Stock Exchange at a purchase price of NIS 5.90 per share (or approximately $1.67 per share at an assumed conversion rate of US $1 to NIS 3.528). The closing of the offering is expected to occur on or about October 31, 2017, subject to customary closing conditions.
On October 29, 2017, the Company engaged Leader Underwriters (1993) Ltd., or Leader, as its advisor for the Offering pursuant to an engagement letter, or the Engagement Letter. Leader did not purchase or sell any of the shares offered in the Offering in its capacity as an advisor nor was Leader required to arrange for the sale of any specific number or dollar amount of securities, but agreed to use its best efforts to arrange for the sale of the securities offered in the Offering. In connection with the Offering, the Company agreed to pay Leader
an advisory fee equal to 3% of the total amount of funds raised in the Offering, a management fee equal to 1% of the total amount of funds raised in the Offering, an additional success fee that may be paid upon the Company's discretion that shall not exceed 1% of the total amount of funds raised in the Offering, a distribution fee equal to 1% of the total amount of funds raised in the Offering and a fee of NIS 30,000 (approximately $8,500
)
for book running services.
The net proceeds to the Company are expected to be approximately $13,674,000 after deducting estimated expenses payable by the Company associated with the Offering, including fees payable to Leader. The Offering is being made pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-218916), which was declared effective by the Securities and Exchange Commission on June 30, 2017, as well as in conjunction with a public offering the Company conducted in Israel pursuant to the Company's Israeli shelf registration statement.
On October 30, 2017, the Company issued a press release announcing the pricing of the Offering.
This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
A copy of the Engagement Letter and the press release are attached hereto as Exhibits 10.1 and 99.1, respectively, and are incorporated herein by reference. The foregoing summary description of the Offering and the documentation related thereto, including without limitation, the Engagement Letter, does not purport to be complete and is qualified in its entirety by reference to such exhibit.