ABOUT
THIS PROSPECTUS
This
prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or SEC. As permitted
by the rules and regulations of the SEC, the registration statement filed by us includes additional information not contained
in this prospectus. You may read the registration statement and the other reports we file with the SEC at the SEC’s website
or its offices described below under the heading “Where You Can Find Additional Information”.
You
should rely only on the information that is contained in this prospectus or that is incorporated by reference into this prospectus.
We have not authorized anyone to provide you with information that is in addition to or different from that contained in, or incorporated
by reference into, this prospectus. If anyone provides you with different or inconsistent information, you should not rely on
it.
We
are not offering to sell or solicit any security other than the ordinary shares represented by ADSs offered by this prospectus. In
addition, we are not offering to sell or solicit any securities to or from any person in any jurisdiction where it is unlawful
to make this offer to or solicit an offer from a person in that jurisdiction. The information contained in this prospectus
is accurate as of the date on the front of this prospectus only, regardless of the time of delivery of this prospectus or of any
sale of our ordinary shares. Our business, financial condition, results of operations and prospects may have changed since
that date.
Throughout
this prospectus, unless otherwise designated, the terms “we”, “us”, “our”, “Cellect”,
“the Company” and “our Company” refer to Cellect Biotechnology Ltd. and its wholly-owned subsidiaries.
References to “ordinary shares”, “ADSs”, “warrants” and “share capital” refer
to the ordinary shares, ADSs, warrants and share capital, respectively, of Cellect.
This
prospectus contains summaries of certain provisions contained in some of the documents
described herein, but reference is made to the actual documents for complete information. All of the summaries are qualified in
their entirety by the actual documents. Copies of some of the documents referred to herein have been filed, will be filed or will
be incorporated herein by reference as exhibits to the registration statement, and you may obtain copies of those documents as
described below under the section entitled “Where You Can Find More Information.”
Market
data and certain industry data and forecasts used throughout this prospectus were obtained from sources we believe to be reliable,
including market research databases, publicly available information, reports of governmental agencies and industry publications
and surveys. We have relied on certain data from third-party sources, including internal surveys, industry forecasts and market
research, which we believe to be reliable based on our management’s knowledge of the industry. Forecasts are particularly
likely to be inaccurate, especially over long periods of time. In addition, we do not necessarily know what assumptions regarding
general economic growth were used in preparing the third-party forecasts we cite. Statements as to our market position are based
on the most currently available data. While we are not aware of any misstatements regarding the industry data presented in this
prospectus, our estimates involve risks and uncertainties and are subject to change based on various factors, including those
discussed under the heading “Risk Factors” in this prospectus. Our financial statements are prepared and presented
in accordance with International Financial Reporting Standards, or IFRS, as issued by the International Accounting Standards Board,
or IASB. Our historical results do not necessarily indicate our expected results for any future periods.
Certain
figures included in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain
tables may not be an arithmetic aggregation of the figures that precede them.
Unless
derived from our financial statements or otherwise noted, the terms “shekels,” “Israeli shekels” and “NIS”
refer to New Israeli Shekels, the lawful currency of the State of Israel, and the terms “dollar,” “U.S. dollar,”
“US$,” “USD” or “$” refer to U.S. dollars, the lawful currency of the United States.
PROSPECTUS
SUMMARY
This
summary highlights selected information contained elsewhere in this prospectus that
we consider important. This summary does not contain all of the information you should consider before investing in our securities.
You should read this summary together with the entire prospectus, including the risks
related to our business, our industry, investing in our securities and our location in Israel, that we describe under “Risk
Factors” and our consolidated financial statements and the related notes before making an investment in our securities.
Overview
We
are an emerging biotechnology company that has developed a novel technology platform known as Apograft that functionally selects
stem cells in order to improve the safety and efficacy of regenerative medicine and stem cell therapies. We aim to become the
standard enabling technology for the enrichment of the stem cell population for companies developing stem cell therapies, for
physicians practicing regenerative medicine and for researchers and academia engaged in stem cell research.
We
believe our innovative technology platform represents a potential breakthrough in the field of regenerative medicine by using
functional selection of stem cells. Efficient selection enables retention of most of the stem cells from various starting bulk
of cells while neutralizing harmful mature cells from this bulk of raw material. Animal models suggest that this process results
in dramatic decrease of toxicity coupled with the enrichment of the stem cell population.
Our
Apograft technology platform takes advantage of a functional characteristic of stem cells relating to apoptosis. Apoptosis is
the process of programmed cell death and is a vital part of physiological development and maintenance of all organisms. Stem cells
flourish in an environment where normal cells die because their major role is reconstitution of damaged tissue. Stem cells are
attracted to areas of cell death, areas typified by very high levels of apoptotic activity and apoptotic-inducing signals.
We
are currently developing our first product based on our Apograft technology platform, the Apotainer selection kit. The Apotainer selection
kit is an easy to use, cost effective, off the shelf stem cell selection kit. The Apograft technology platform is being tested
for clinical use in allogeneic (using stem cells from a donor) hematopoietic stem cell transplantation, or HSCT for the treatment
of hematological malignancies (blood cancers such as leukemia and lymphoma). HSCT, also known as bone marrow transplantation,
has for decades been curative for many patients with hematological malignancies. Clinical trials have shown that HSCT can also
be used for other non-malignant indications (such as autoimmune diseases), but is rarely used due to severe toxicity. Application
of allogeneic HSCT is limited by graft-versus-host-disease, or GvHD, a condition in which the transplanted immune cells (populating
the graft in much higher numbers then the stem cells) recognize the host cells and organs as foreign and attack them. GvHD does
not resolve by itself and is a major cause of transplant-related morbidity and mortality. Despite improvements in the outcome
of HSCT over recent years through improved supportive care, infection control and use of reduced intensity and reduced toxicity
conditioning regimens, HSCT is still associated with significant morbidity and mortality mainly due to GvHD, and as such HSCT
is restricted to patients with life threatening advanced diseases. Due to non-efficient selection of stem cells for HSCT, the
complex and expansive laboratory process performed using technologies currently available is able to reduce toxicity only at a
significant tradeoff — failure of engraftment, graft rejection, cancer reoccurrence and high costs of treatment.
We
have chosen allogeneic HSCT for the treatment of hematological malignancies as our first target indication for our Apograft technology
platform in order to clinically validate that our technology can efficiently select stem cells resulting in neutralizing harmful
cells and their associated medical complications. We believe that demonstrating the safety of our technology for this indication
will validate the use of our Apograft technology platform for the treatment of other indications (e.g., nonmalignant bone marrow
failure, solid organ transplantation and auto-immune diseases) and consequently for the adoption of our Apograft technology platform
by stem cell therapeutic companies, academia, researchers and others seeking to enrich their stem cell population. In that regard,
we believe that after the first reported results of our human trials, as discussed further below, we will achieve validation of
our product’s safety profile, which may result in expediting further development of our technology for multiple indications,
even before marketing approval is obtained. In addition, we believe such validation of our proof of concept will provide us with
the opportunity to license our Apograft technology platform in the near term.
We
plan to bring our Apotainer selection kits to market for HSCT as a combination product subject to the primary jurisdiction
of the Center for Biologics Evaluation and Research, or CBER. The term “combination product”, when used to describe
our Apotainer selection kits, refers to a product, regulated by the FDA, which is comprised of a consumable medical device
(container) with a biological activity.
In
September 2017, we announced that the FDA granted orphan drug designation for ApoGraft for the prevention of acute and chronic
GvHD in transplant patients. We plan in the future to apply for fast track and breakthrough technology, which, if received, would
result in a reduced cost of development and expedited marketing approvals, however there is no assurance that such designations
will ever be obtained.
Our
development efforts to date have primarily culminated in two studies performed on human HSCT grafts. The first study was performed
during 2015 - 2016. In this study we used small portions received under ethical committee approval from human donors to validate
and optimize the process, and show robustness and repeatability of the process. More than 100 ApoGraft samples were analyzed for
the different effects on the various groups of cells (stem and mature immune) as well as their functional capabilities (such as
migration, colony forming and anti-cancer activity). The samples represented 5% of a graft used for transplantation into patients.
The grafts were processed ex vivo and in mice allowing stem cell production for transplantation using ApoGraft. The use of the
ApoGraft resulted in a significant increase in the death of certain mature immune cells, primarily unique subsets of T
Lymphocytes, without compromising the quantity and quality of stem cells.
The
second study, which was initiated in the first quarter of 2017, is a Phase I/II, dose escalating, 4-cohort, open label clinical
trial of up to twelve patients designed to evaluate the safety, tolerability and efficacy of functionally selected donor derived
mobilized peripheral blood cells that underwent our ApoGraft process and were transplanted into patients with hematological malignancies
in an allogeneic hematopoietic stem cell transplantation. The primary endpoint of the study is overall incidence, frequency and
severity of adverse events potentially related to Apograft™ at 180 days from transplantation. The first patient was recruited
for this trial in February, 2017, and in January 2018 we reported that after one month follow-up, the first three patients have
demonstrated complete acceptance of the stem cell transplant with no adverse events related to the study treatment, as determined
by the clinical investigator, and no reported serious adverse events or suspected unexpected serious adverse reactions. We plan
on recruiting a further three patients for the second cohort of patients.
We
aim to commence a second human Apograft trial in the United States and/or Europe in the first half of 2018. In May 2017, we announced
that the FDA provided us with pre-Investigational New Drug (IND) meeting minutes supporting an IND submission for ApoGraft. We
hope to initiate a pivotal study for our Apotainer selection kits in 2018-2019.
We
are also conducting studies on mesenchymal stem cells derived from fat tissues. In October 2017, we announced positive
results from a more than 20-patient trial on the use of ApoGraft on stem cells derived from fat tissues. The study conducted
with samples obtained via liposuction from over 20 adult patients was conducted in collaboration with the Plastic
Surgery Department and Stem Cells Laboratory of the Tel-Aviv Medical Center (Ichilov Hospital). Fat-derived stem cells were
treated according to our protocols and have shown that ApoGraft led to both an expansion of cells and an improvement in their
unique cell activity and attributes. The ability of those cells to create colonies and differentiate into bone was enhanced
significantly after only a short incubation. We aim to commence a Phase I/II trial of Apograft on stem cells derived from fat
tissues in 2019.
Our
Strategy
We
have developed a novel technology platform, the ApoGraft technology platform, for the functional selection of adult stem cells.
This technology is expected to improve the safety and efficacy of regenerative medicine and stem cell therapies by a cost effective
method of achieving stem cells for any indication in quality, quantity and competitive price. We aim to become the standard enabling
technology for the enrichment of stem cells and manufacturing of any adult stem cells based products for companies developing
stem cell therapies and for researchers and academia engaged in adult stem cell research.
Key
elements of our strategy to accomplish this objective include the following:
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Achieve
relatively quick validation of the use of our ApoGraft technology platform in a clinical
setting.
We have chosen allogeneic HSCT for the treatment of hematological
malignancies as our first target indication for our ApoGraft technology platform in order
to clinically validate that our technology can efficiently select stem cells while eliminating
harmful cells and consequently the medical complications such as GvHD. We believe hematopoietic
cells transplantation to patients undergoing allogeneic HSCT can be dramatically improved.
Based on our ApoGraft technology platform, we are currently developing the Apotainer
selection
kit, an off the shelf stem cell selection kit, which we believe may significantly improve
the therapeutic potential of allogeneic HSCT by addressing major complications that currently
contribute to the high morbidity and mortality of the procedure. We believe that the
concomitant reduction of toxicity of allogeneic HSCT will allow clinicians to undertake
HSCT earlier in the blood cancer treatment routine. Typically, combination products are
expected to obtain relatively quicker validation from the FDA and the EMA when compared
to pharmaceutical/ biological products. Based on our initial consultations with our U.S.
and European regulatory consultants, we believe that we might only need to successfully
complete a single pivotal study with a relatively small number of patients in order to
obtain marketing approval of our Apotainer selection kit for allogeneic HSCT. We believe
such a study can be completed in approximately two to three years. However, there is
no guarantee that the proposed pathway will be approved by the FDA or EMA, or that validation
will occur as quickly as we hope, if at all. In addition, we believe that our product
may achieve “breakthrough” designation with the FDA, enabling a fast track
review and approval process by the FDA however there is no assurance that such designations
will ever be obtained. Typically, the validation process for regular clinical development
for standard cell therapy can take between eight and ten years. In comparison to the
typical validation process timeline, we believe our technology platform may complete
the validation process relatively quickly.
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Leverage
our scientific, clinical and regulatory expertise to build and advance our ApoGraft technology
platform beyond the allogeneic HSCT setting
. Based on the validation of
our Apotainer selection kit for clinical use in the allogeneic HSCT setting, we
intend to test the kit for other indications such as nonmalignant failures of the bone
marrow (i.e. aplastic anemia ), solid organ transplantation and auto-immune system disorders
(such as Type 1 diabetes, Crohn’s disease, psoriasis and lupus). We also intend
to develop our ApoGraft technology platform for other sources of stem cells (e.g., cord
blood and fat) and other types of stem cells — most notably mesenchymal
and neural. We believe that by expanding the various applications, sources and types
of stem cells that can be used with our technology, we will establish broad use of our
ApoGraft technology platform.
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Build
a diversified product portfolio
. Beginning with the development of our Apotainer
selection kit as a combination product or medical device, which we believe will shorten
the time to market, we intend to expand our product development and build a diversified
product portfolio of ApoGraft based products for a broad spectrum of market segments,
up to and including all production and research processes for stem cell based products.
The pipeline of products is designed to address different markets beyond the clinical
use such as products for research purposes and tools for manufacturing facilities for
cell therapies and especially adult stem cells.
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Selectively
engage in strategic partnerships that establish our ApoGraft technology platform as the
standard enabling technology for the enrichment of the stem cell population
. We ultimately
seek to collaborate with other companies engaged in developing stem cell therapies. By
incorporating our ApoGraft technology into their manufacturing process we will be able
to significantly reduce their cost of manufacturing while improving the end products.
As we believe our ApoGraft technology will significantly increase the yields of the first
step of manufacturing (harvesting the stem cells) from any source of stem cells (i.e.
blood, bone marrow, fat) and will result in a more purified bulk of stem cells, the next
steps needed to reach the final products will be shorter, more efficient, less costly
and result in a better product. During 2017, we partnered with a Boston-based life-science
advisory firm to seek strategic licensing deals and global pharma partnerships.
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In
the short term, we are currently focused on achieving the following critical milestones:
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Pathway to first-in-human proof of concept
:
We are currently enrolling patients to a Phase I/II study performed on cancer patients undergoing matched related allogeneic
HSCT. This Phase I/II trial was approved by the Israeli Ministry of Health and is being conducted at the Rambam Medical Center
and Hadassah Medical Center.
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Pathway
to product prototype
: We are engaged in developing prototypes of our Apotainer selection
kit. We demonstrated a proof of concept for the binding of the apoptotic protein to a
polymer without impairing the protein’s apoptotic activity. We tested a number
of polymers and binding methods and selected the one best suited for manufacturing the
stem cell selection kits. We aim to complete development of the first prototype Apotainer
selection kit by the first quarter of 2018.
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Patent
portfolio enhancement
: We are currently expanding our patent coverage from our current
seven patent families by applying for additional patents for inventions created during
the development. In addition, we are seeking relevant patents available for in licensing
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In
the long term, we are focused on leveraging our key assets, including our intellectual property, our development team and our
facilities, to advance our technologies and are pursuing strategic collaborations with members of academia and industry.
Regenerative
Medicine and Cell Therapy
Our
business focus is the development of technologies for the functional selection of stem cells in the field of regenerative medicine.
According to Regenerative Medicine (2008, 3(1), 1-5 [47]), regenerative medicine is the “process of replacing or regenerating
human cells, tissues or organs to restore or establish normal function”. Cell therapy as applied to regenerative medicine
holds the promise of regenerating damaged tissues and organs in the body by rejuvenating damaged tissue and by stimulating the
body’s own repair mechanisms to heal previously irreparable tissues and organs.
Medical
cell therapies are classified into two types: allogeneic (cells from a third-party donor) or autologous (cells from one’s
own body), with each offering its own distinct advantages. Allogeneic cells are beneficial when the patient’s own cells,
whether due to disease or degeneration, are not as viable as those from a healthy donor. The use of healthy donors’ stem
cells is severely limited by the accompanied immune cells of the donor which may attack cells or organs of the transplanted patient.
This rejection is limited to adult cells with stem cells generally evading such rejection. Separation of the immune rejection
causing cells from the stem cells is therefore the bottle neck of all stem cell based therapies.
Regenerative
medicine can be categorized into major subfields as follows:
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Cell
Therapy
. Cell therapy involves the use of cells, whether derived from adults, children
or embryos, third-party donors or patients, from various parts of the body, for the treatment
of diseases or injuries. Therapeutic applications may include cancer vaccines, cell based
immune-therapy, arthritis, heart disease, diabetes, Parkinson’s and Alzheimer’s
diseases, vision impairments, orthopedic diseases and brain or spinal cord injuries.
This subfield also includes the development of growth factors and serums and natural
reagents that promote and guide cell development.
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Tissue
Engineering
. This subfield involves using a combination of cells with biomaterials
(also called “scaffolds”) to generate partially or fully functional tissues
and organs, or using a mixture of technology in a bioprinting process. Some natural materials,
like collagen, can be used as biomaterial, but advances in materials science have resulted
in a variety of synthetic polymers with attributes that would make them uniquely attractive
for certain applications. Therapeutic applications may include heart patch, bone re-growth,
wound repair, replacement neo-urinary conduits, saphenous arterial grafts, inter-vertebral
disc and spinal cord repair.
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Diagnostics
and Lab Services
. This subfield involves the production and derivation of cell lines
that may be used for the development of drugs and treatments for diseases or genetic
defects. This sector also includes companies developing devices that are designed and
optimized for regenerative medicine techniques, such as specialized catheters for the
delivery of cells, tools for the extraction of stem cells and cell-based diagnostic tools.
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All
living complex organisms start as a single cell that replicates, differentiates (into various tissues and organs) and perpetuates
in an adult through its lifetime. Cell therapy is aimed at tapping into the power of cells to treat disease, regenerate damaged
or aged tissue and provide functional as well as cosmetic applications. The most common type of cell therapy has been the replacement
of mature, functioning cells such as through blood and platelet transfusions. Since the 1970s, bone marrow and then blood and
umbilical cord-derived stem cells have been used to restore immune system cells mainly after chemotherapy and radiation used to
treat many cancers. These types of cell therapies have been approved for use world-wide and are typically reimbursed by insurance.
Over
the past number of years, cell therapies have been in clinical development to attempt to treat an array of human diseases. The
use of autologous (self-derived) cells to create vaccines directed against tumor cells in the body has been demonstrated to be
effective and safe in clinical trials. Dendreon Corporation’s
Provenge
therapy for prostate cancer received
FDA approval in early 2010. Researchers around the globe are evaluating the effectiveness of cell therapy as a form of replacement
or regeneration of cells for the treatment of numerous organ diseases or injuries, including those of the brain and spinal cord.
Cell therapies are also being evaluated for safety and effectiveness to treat heart disease, autoimmune diseases such as diabetes,
inflammatory bowel disease and bone diseases. While no assurances can be given regarding future medical developments, we believe
that the field of cell therapy is a subset of biotechnology that holds promise to improve human health, help eliminate disease
and minimize or ameliorate the pain and suffering from many common degenerative diseases relating to aging.
The
Offering
ADSs Offered
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Up to an aggregate of up to
11,279,380 ordinary shares, no par value per share of Cellect Biotechnology Ltd., represented by 563,969 American Depository
Shares, or ADSs, consisting of (i) 5,311,360 ordinary shares represented by 265,568 ADSs issuable upon the exercise of
investor warrants originally issued in a private placement in September 2017, and (ii) 149,840 ordinary shares represented
by 7,492 ADSs issuable upon the exercise of private placement warrants issued in connection with the private placement
in September, 2017, (iii) 5,333,340 ordinary shares represented by 266,667 ADSs issuable upon the exercise of investor
warrants originally issued in a private placement in January 2018, and (iv) 484,840 ordinary shares represented by 24,242
ADSs issuable upon the exercise of private placement warrants issued in connection with the private placement in January
2018. The selling shareholders are identified in the table commencing on page 14. Each ADS represents 20 ordinary shares.
The investor warrants and placement
agent warrants issued in the private placement in September 2017 may be exercised at any time for a period of one (1)
year beginning the date of issuance and the investor warrants have an exercise price of $12.07 per ADS and the placement
agent warrants have an exercise price of $10.125 per ADS, both subject to adjustment as set forth therein.
The investor warrants and placement
agent warrants issued in the private placement in January 2018 may be exercised at any time for a period of one (1) year
following the earlier of (i) the effectiveness date of the registration statement of which this prospectus forms a part,
and (ii) 6 months from the issuance date of those warrants. The investor warrants issued in the private placement in January
2018, have an exercise price of $12.00 per ADS and the placement agent warrants issued in the private placement in January
2018 have an exercise price of $10.31 per ADS, both subject to adjustment as set forth therein.
The investor warrants and
placement agent warrants in the September 2017 and January 2018 private placement may be exercised on a cashless
basis if there is no effective registration statement registering the ADSs underlying the warrants.
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Ordinary Shares
Outstanding
at February 5, 2018
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130,147,799 ordinary shares
(which excludes 2,686,693 ordinary shares held in treasury).
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Use
of Proceeds
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We
will not receive any proceeds from the sale of the ordinary shares represented by ADSs by the selling shareholders. All net
proceeds from the sale of the ordinary shares represented by ADSs covered by this prospectus will go to the selling shareholders.
However, we may receive the proceeds from any exercise of warrants if the holders do not exercise the warrants on a cashless
basis. See “Use of Proceeds”.
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Listings
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Our
ADSs and our listed warrants are listed on the NASDAQ Capital Market under the symbols “APOP” and “APOPW”,
respectively.
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Risk
Factors
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Before
investing in our securities, you should carefully read and consider the “Risk Factors” beginning on page 8 of
this prospectus.
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Depositary
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Bank
of New York Mellon
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September
2017 and January 2018 Financings
On
September 11, 2017, we sold to certain accredited investors providing for the issuance of an aggregate of 531,136 ADSs in a registered
direct offering at $8.10 per ADS resulting in gross proceeds of approximately $4.3 million. In addition, we issued to the investors
unregistered warrants to purchase 265,568 ADSs in a private placement. The investor warrants may be exercised for a one year from
issuance and have an exercise price of $12.07 per ADS, subject to adjustment as set forth therein. The investor warrants may be
exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants. We
paid approximately $140,000 in placement agent fees and expenses and issued unregistered placement agent warrants to purchase
7,492 ADS on the same general terms as the investor warrants except they have an exercise price of $10.125 per ADS.
On January 31, 2018,
we sold to certain institutional investors providing for the issuance of an aggregate of 484,848 ADSs in a registered direct offering
at $8.25 per ADS resulting in gross proceeds of approximately $4.0 million. In addition, we issued to the investors unregistered
warrants to purchase 266,667 ADSs in a private placement. The investor warrants may be exercised at any time for a period of one
(1) year following the earlier of (i) the effectiveness date of the registration statement of which this prospectus forms a part,
and (ii) 6 months from the issuance date of those warrants. The investor warrants have an exercise price of $12.00 per ADS, subject to adjustment as set forth therein. The investor warrants may be exercised
on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants. We paid approximately
$280,000 in placement agent fees and expenses and issued unregistered placement agent warrants to purchase 24,242 ADS on the same
general terms as the investor warrants except they have an exercise price of $10.31 per ADS.
The selling shareholders
named in this prospectus may offer and sell up to an aggregate of 11,279,380 ordinary shares represented by 563,969 ADSs issuable
upon exercise of these warrants.
Throughout
this prospectus, when we refer to our ordinary shares being registered on behalf of the selling shareholders, we are referring
to the ordinary shares represented by ADSs that may be issuable upon exercise of investor warrants and placement agent warrants.
Throughout this prospectus, when we refer to the selling shareholders, we are referring to the selling shareholders named herein
and, as applicable, any donees, pledgees, transferees or other successors-in-interest selling shares received after the date of
this prospectus from a selling shareholder as a gift, pledge, or other non-sale related transfer that may be identified in a supplement
to this prospectus or if required, a post-effective amendment to the registration statement of which this prospectus is a part.
RISK
FACTORS
An
investment in our securities involves a high degree of risk. you should carefully consider the risk factors set forth in our most
recent Annual Report on Form 20-F on file with the SEC, which is incorporated by reference into this prospectus, as well as the
following risk factors, which supplement or augment the risk factors set forth in our Annual Report on Form 20-F. Before making
an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference
in this prospectus and the accompanying prospectus supplement. The risks and uncertainties not presently known to us or that we
currently deem immaterial may also materially harm our business, operating results and financial condition and could result in
a complete loss of your investment.
The
sale of a substantial amount of our ordinary shares or ADSs, including resale of the ADSs issuable upon the exercise of the investor
warrants and placement warrants held by the selling shareholders in the public market could adversely affect the prevailing market
price of our ordinary shares.
We are registering
for resale 11,279,380 ordinary shares represented by 563,969 ADSs issuable upon the exercise of investor warrants and placement
agent warrants held by the selling shareholders. Sales of substantial amounts of shares of our ordinary shares or ADSs in the
public market, or the perception that such sales might occur, could adversely affect the market price of our ADSs, and the market
value of our other securities. We cannot predict if and when selling shareholders may sell such shares in the public markets.
Furthermore, in the future, we may issue additional ordinary shares or ADSs or other equity or debt securities convertible into
ordinary shares or ADSs. Any such issuance could result in substantial dilution to our existing shareholders and could cause our
share price to decline.
SPECIAL
NOTE REGARDING FORWARD LOOKING STATEMENTS
This
prospectus contains express or implied “forward-looking statements” within
the meaning of U.S. Federal securities laws. These forward-looking statements include, but are not limited to:
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our
expectations regarding the timing of commencing clinical trials with respect to our ApoGraft
process and our Apotainer selection kit;
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our
expectations regarding the progress of our clinical trials, including the duration, cost
and whether such trials will be conducted at all;
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our
intention to hold meetings with regulators and apply for regulatory approval for our
product candidates, and the costs and timing of such regulatory approvals;
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the
likelihood of regulatory approvals for our product candidates;
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the
timing and cost of the developments of our prototype Apotainer selection kit;
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our
expectation to obtain a sufficient supply of FasL for our needs in the foreseeable future;
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the
market size and future sales of our product candidates or any other future products or
product candidates;
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that
our technology may potentially improve the safety and efficacy of regenerative medicine
stem cell therapy and other potential advantages of our selection process for physicians,
academics, researchers and others;
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our
intention to expand our product development and build a diversified product portfolio
of Apograft products for a broad spectrum of market segments; and
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our
estimates regarding anticipated expenses, capital requirements and our needs for substantial
additional financing.
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In
some cases, forward-looking statements are identified by terminology such as “believes”, “estimates”,
“expects”, “intends”, “plans”, “potential”, “may”, “should”,
“could”, “might”, “seeks”, “targets”, “will”, “would”,
“projects”, “forecasts”, “continues” or “anticipates” 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. These
forward-looking statements may be included in, among other things, various filings made by us with the SEC, press releases or
oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements relate to
anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements
relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause
our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors
could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking
statements.
This
prospectus identifies important factors which could cause our actual results to differ materially from those indicated by the
forward-looking statements, particularly those set forth under the heading “Risk Factors.” In addition, historic results
of scientific research and clinical and preclinical trials do not guarantee that the conclusions of future research or trials
would not suggest different conclusions or that historic results referred to in this prospectus would not be interpreted differently
in light of additional research and clinical and preclinical trials results.
We
believe these forward-looking statements are reasonable; however, these statements are only current predictions and are subject
to known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels
of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements.
We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors” and elsewhere
in this prospectus. Given these uncertainties, you should not rely upon forward-looking statements as predictions of future events.
PRICE
RANGE OF OUR ORDINARY SHARES
Our
ordinary shares traded on the Tel Aviv Stock Exchange, or TASE, under the symbol “APOP” from 1990 to September 3,
2017.
The
following table sets forth, for the periods indicated, the reported high and low closing sale prices of our ordinary shares in
U.S. dollars. U.S. dollar per ordinary share amounts is calculated using the U.S. dollar representative rate of exchange on the
date to which the high or low market price is applicable, as reported by the Bank of Israel.
|
|
NIS
|
|
|
|
U.S.$
|
|
|
|
|
Price Per
|
|
|
|
Price Per
|
|
|
|
|
Ordinary
|
|
|
|
Ordinary
|
|
|
|
|
Share
|
|
|
|
Share
|
|
|
|
|
High
|
|
Low
|
|
High
|
|
Low
|
Annual:
|
|
|
|
|
|
|
|
|
2016
|
|
|
1.998
|
|
|
|
0.45
|
|
|
|
0.520
|
|
|
|
0.117
|
|
2015
|
|
|
1.626
|
|
|
|
0.989
|
|
|
|
0.419
|
|
|
|
0.255
|
|
2014
|
|
|
1.531
|
|
|
|
0.705
|
|
|
|
0.428
|
|
|
|
0.197
|
|
2013
|
|
|
2.020
|
|
|
|
0.182
|
|
|
|
0.560
|
|
|
|
0.050
|
|
2012
|
|
|
1.706
|
|
|
|
0.169
|
|
|
|
0.443
|
|
|
|
0.043
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Quarterly:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Third Quarter 2017 (through September 3, 2017)
|
|
|
1.656
|
|
|
|
1.134
|
|
|
|
0.462
|
|
|
|
0.316
|
|
Second Quarter 2017
|
|
|
1.856
|
|
|
|
1.315
|
|
|
|
0.517
|
|
|
|
0.367
|
|
First Quarter 2017
|
|
|
1.880
|
|
|
|
0.584
|
|
|
|
0.504
|
|
|
|
0.157
|
|
Fourth Quarter 2016
|
|
|
0.844
|
|
|
|
0.450
|
|
|
|
0.220
|
|
|
|
0.117
|
|
Third Quarter 2016
|
|
|
1.593
|
|
|
|
0.825
|
|
|
|
0.419
|
|
|
|
0.217
|
|
Second Quarter 2016
|
|
|
1.998
|
|
|
|
1.338
|
|
|
|
0.523
|
|
|
|
0.350
|
|
First Quarter 2016
|
|
|
1.499
|
|
|
|
1.207
|
|
|
|
0.384
|
|
|
|
0.309
|
|
Fourth Quarter 2015
|
|
|
1.472
|
|
|
|
1.040
|
|
|
|
0.380
|
|
|
|
0.268
|
|
Third Quarter 2015
|
|
|
1.381
|
|
|
|
1.143
|
|
|
|
0.359
|
|
|
|
0.297
|
|
Second Quarter 2015
|
|
|
1.626
|
|
|
|
1.267
|
|
|
|
0.420
|
|
|
|
0.327
|
|
First Quarter 2015
|
|
|
1.501
|
|
|
|
0.989
|
|
|
|
0.380
|
|
|
|
0.251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Most Recent Six Months:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
September 2017 (through September 3, 2017)
|
|
|
1.656
|
|
|
|
1.656
|
|
|
|
0.462
|
|
|
|
0.462
|
|
August 2017
|
|
|
1.431
|
|
|
|
1.134
|
|
|
|
0.397
|
|
|
|
0.397
|
|
July 2017
|
|
|
1.408
|
|
|
|
1.305
|
|
|
|
0.397
|
|
|
|
0.368
|
|
June 2017
|
|
|
1.598
|
|
|
|
1.315
|
|
|
|
0.452
|
|
|
|
0.372
|
|
May 2017
|
|
|
1.856
|
|
|
|
1.639
|
|
|
|
0.516
|
|
|
|
0.456
|
|
April 2017
|
|
|
1.707
|
|
|
|
1.460
|
|
|
|
0.468
|
|
|
|
0.400
|
|
PRICE
RANGE OF OUR ADSs AND U.S. LISTED WARRANTS
On
July 29, 2016, our ADSs and listed warrants began trading on The NASDAQ Capital Market under the symbol “APOP” and
“APOPW”, respectively.
The
following table sets forth, for the periods indicated, the reported high and low closing sale prices of the ADSs on The NASDAQ
Capital Market in U.S. dollars.
|
|
U.S.$
|
|
|
Price Per
ADS
|
|
|
High
|
|
Low
|
Annual:
|
|
|
|
|
2016 (from July 29, 2016)
|
|
|
5.300
|
|
|
|
2.660
|
|
Quarterly:
|
|
|
|
|
|
|
|
|
First Quarter 2018 (through February 5, 2018)
|
|
|
9.990
|
|
|
|
7.120
|
|
Fourth Quarter 2017
|
|
|
9.300
|
|
|
|
6.520
|
|
Third Quarter 2017
|
|
|
10.060
|
|
|
|
6.250
|
|
Second Quarter 2017
|
|
|
10.360
|
|
|
|
7.600
|
|
First Quarter 2017
|
|
|
10.900
|
|
|
|
3.068
|
|
Fourth Quarter 2016
|
|
|
4.630
|
|
|
|
2.660
|
|
Third Quarter 2016 (from July 29, 2016)
|
|
|
5.300
|
|
|
|
4.390
|
|
Most Recent Six Months:
|
|
|
|
|
|
|
|
|
February 2018 (through February 5, 2018)
|
|
|
7.600
|
|
|
|
8.400
|
|
January 2018
|
|
|
9.990
|
|
|
|
7.120
|
|
December 2017
|
|
|
8.679
|
|
|
|
6.520
|
|
November 2017
|
|
|
8.679
|
|
|
|
7.130
|
|
October 2017
|
|
|
9.300
|
|
|
|
7.820
|
|
September 2017
|
|
|
10.060
|
|
|
|
7.800
|
|
August 2017
|
|
|
8.780
|
|
|
|
6.250
|
|
On February 5, 2018,
the last reported sales price of the ADSs on The NASDAQ Capital Market was $7.60 per ADS.
The
following table sets forth, for the periods indicated, the reported high and low closing sale prices of our listed warrants on
The NASDAQ Capital Market in U.S. dollars.
|
|
U.S.$
|
|
|
|
|
Price Per
|
|
|
|
|
Warrant
|
|
|
|
|
High
|
|
Low
|
|
|
|
|
|
Annual:
|
|
|
|
|
2016 (from July 29, 2016)
|
|
|
0.970
|
|
|
|
0.520
|
|
Quarterly:
|
|
|
|
|
|
|
|
|
First Quarter 2018 (through February 5, 2018)
|
|
|
2.850
|
|
|
|
2.090
|
|
Fourth Quarter 2017
|
|
|
3.140
|
|
|
|
1.854
|
|
Third Quarter 2017
|
|
|
3.000
|
|
|
|
1.470
|
|
Second Quarter 2017
|
|
|
3.290
|
|
|
|
1.750
|
|
First Quarter 2017
|
|
|
3.644
|
|
|
|
0.380
|
|
Fourth Quarter 2016
|
|
|
0.850
|
|
|
|
0.520
|
|
Third Quarter 2016 (from July 29, 2016)
|
|
|
0.970
|
|
|
|
0.525
|
|
Most Recent Six Months:
|
|
|
|
|
|
|
|
|
February 2018 (through February 5, 2018)
|
|
|
2.200
|
|
|
|
2.090
|
|
January 2018
|
|
|
2.850
|
|
|
|
2.090
|
|
December 2017
|
|
|
3.140
|
|
|
|
1.990
|
|
November 2017
|
|
|
2.700
|
|
|
|
1.990
|
|
October 2017
|
|
|
2.800
|
|
|
|
1.854
|
|
September 2017
|
|
|
3.000
|
|
|
|
2.230
|
|
August 2017
|
|
|
2.530
|
|
|
|
1.470
|
|
On
February 5, 2018, the last reported sales price of the listed warrants on The NASDAQ Capital Market was $2.09 per warrant.
USE
OF PROCEEDS
We
will not receive any proceeds from the sale of the ordinary shares represented by ADSs by the selling shareholders. All net proceeds
from the sale of the ordinary shares represented by ADSs will go to the selling shareholders. We expect that the selling shareholders
will sell their ordinary shares represented by ADSs as described under “Plan of Distribution.”
We
may receive proceeds from the exercise of the investor warrants and placement agent warrants and issuance of the warrant ADSs
to the extent that these warrants and placement agent warrants are exercised for cash. Warrants, however, are exercisable on a
cashless basis under certain circumstances. If all of the investor warrants and placement agent warrants mentioned above were
exercised for cash in full, the proceeds would be approximately $6.7 million. We intend to use the net proceeds of such warrant
exercise, if any, for research and development, general and administrative expenses, and for working capital purposes. Pending
such uses, we intend to invest the net proceeds in short-term, interest-bearing, investment grade securities or as otherwise pursuant
our customary investment policies. We can make no assurances that any of the warrants and placement agent warrants will be exercised,
or if exercised, that they will be exercised for cash, the quantity which will be exercised or in the period in which they will
be exercised.
CAPITALIZATION
The
following table presents our total capitalization on an actual basis as of September 30, 2017.
The
amounts shown below are unaudited and represent management’s estimate. The information in this table should be read in conjunction
with and is qualified by reference to the financial statements and notes thereto and other financial information incorporated
by reference into this prospectus.
|
|
As of
September 30,
2017
|
|
|
|
(U.S.$ in
thousands)
|
|
Warrants liability:
|
|
|
3,136
|
|
|
|
|
|
|
Shareholders’ equity:
|
|
|
|
|
|
|
|
|
|
Ordinary shares
|
|
|
-
|
|
Additional paid-in capital
|
|
|
22,773
|
|
Capital funds
|
|
|
2,971
|
|
Treasury shares
|
|
|
(2,671
|
)
|
Accumulated deficit
|
|
|
(17,165
|
)
|
Total shareholders’ equity
|
|
|
5,908
|
|
Total capitalization (warrants liabilities and equity)
|
|
|
9,044
|
|
The
above table is based on 119,843,679 shares outstanding as of September 30, 2017 and excludes the following:
|
●
|
2,686,693
ordinary shares held in treasury;
|
|
●
|
10,181,373 ordinary shares issuable upon
the exercise of 10,181,373 options at a weighted average exercise price of NIS 1.16 ($0.33) per share issuable under the Cellect
Biotechnology Ltd. 2014 Global Incentive Option Scheme, or the 2014 Cellect Option Plan, and an additional 963,086 ordinary
shares reserved for future issuance under our 2014 Cellect Option Plan;
|
|
●
|
227,358
ordinary shares issuable upon the exercise of 227,358 options at exercise price of NIS 1.00 ($0.28) per share issued to a
consultant;
|
|
●
|
1,927,801
ordinary shares issuable upon the exercise of 1,927,801 options (Series A) at an exercise price of NIS 2.1 ($0.59) per share;
|
|
●
|
20,700,420
ordinary shares underlying 1,035,020 ADSs issuable upon exercise of the listed warrants at an exercise price of 7.50 per ADS
issued in our U.S. initial public offering;
|
|
●
|
321,020
ordinary shares underlying 16,051 ADSs issuable upon exercise of representative’s
warrants at an exercise price of 8.775 per ADS issued in our U.S. initial public offering;
|
|
|
|
|
●
|
5,311,360
ordinary shares underlying 265,568 ADSs issuable upon exercise of the investor warrants at an exercise price of $12.07 per
ADS issued in our private placement in September 2017;
|
|
●
|
149,840
ordinary shares underlying 7,492 ADSs issuable upon exercise of placement agent warrants at an exercise price of $10.125 per
ADS issued in connection with our private placement in September 2017;
|
|
|
|
|
●
|
5,333,340
ordinary shares issuable upon the exercise of warrants to purchase 266,667 ADSs issued in our private placement in January
2018, at an exercise price of $12.00 per ADS; and
|
|
|
|
|
●
|
484,840
ordinary shares issuable upon the exercise of warrants to purchase 24,242 ADSs at an exercise price of $10.31 per ADS, issued
in connection with our private placement in January 2018.
|
SELLING
SHAREHOLDERS
The
ordinary shares represented by ADSs being offered by the selling shareholders are those ordinary shares represented by ADSs issuable
upon exercise of investor warrants and placement agent warrants previously issued in connection with our private placement that
closed in September 2017 and January 2018. For additional information regarding the issuance of those ADSs and warrants to purchase
ADSs, see “Prospectus Summary – September 2017 and January 2018 Financings” above. We are registering the ordinary
shares represented by ADSs in order to permit the selling shareholders to offer the ordinary shares represented by ADSs for resale
from time to time. Other than with respect to H.C. Wainwright & Co. LLC, or H.C. Wainwright, which acted as our placement
agent in the September 2017 and January 2018 financings, and previously has acted as representative of the underwriters in our
U.S. initial public offering, except for the ownership of the investor warrants and placement agent warrants issued, and the ADSs
issued and issuable, pursuant to prior financings, the selling shareholders have not had any material relationship with us within
the past three years.
The
table below lists the selling shareholders and other information regarding the beneficial ownership of the ordinary shares represented
by ADSs by each of the selling shareholders. The second column lists the number of ordinary shares represented by ADSs beneficially
owned by each selling shareholder, based on its ownership of ADSs and warrants to purchase ADSs, as of February 5, 2018, assuming
exercise of the investor warrants and placement agent warrants held by the selling shareholders on that date, without regard to
any limitations on conversions or exercises. The third column lists the maximum number of ordinary shares represented by ADSs
being offered in this prospectus by the selling shareholders. The fourth and fifth columns list the amount of ordinary shares
represented by ADSs owned after the offering, by number of ordinary shares represented by ADSs and percentage of outstanding ordinary
shares, assuming in both cases the sale of all of the ordinary shares represented by ADSs offered by the selling shareholders
pursuant to this prospectus.
Under
the terms of the investor warrants and placement agent warrants issued in the September 2017 and January 2018 financings a selling
shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its
affiliates, to beneficially own a number of ordinary shares which would exceed 4.99% of our then outstanding ordinary shares following
such exercise, excluding for purposes of such determination ordinary shares not yet issuable upon exercise of the warrants which
have not been exercised. The number of shares does not reflect this limitation. The selling shareholders may sell all, some or
none of their ordinary shares represented by ADSs or warrants in this offering. See “Plan of Distribution.”
Selling Shareholder
|
|
Number of
Ordinary Shares Owned Prior
to Offering
|
|
Maximum
Number of Ordinary Shares to be
Sold
Pursuant to this
Prospectus
|
|
Number of
Ordinary
Shares Owned
After the Offering
|
|
Percentage of
Ordinary Shares Owned After
the Offering
|
S.H.N
Financial Investments Ltd (1)
|
|
|
250,000
|
(2)
|
|
|
250,000
|
(2)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lion
Gate Capital (3)
|
|
|
750,000
|
)(4)
|
|
|
250,000
|
(2)
|
|
|
500,000
|
(5)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stoc*Doc
Partners (6)
|
|
|
370,380
|
(7)
|
|
|
123,460
|
(8)
|
|
|
246,920
|
(9)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Globis
Overseas Fund Ltd. (10)
|
|
|
125,000
|
(11)
|
|
|
125,000
|
(11)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Globis
Capital Partners, L.P. (12)
|
|
|
375,000
|
(13)
|
|
|
375,000
|
(13)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
KBB
Asset Management (14)
|
|
|
150,000
|
(15)
|
|
|
150,000
|
(15)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Noam
Rubinstein (16)
|
|
|
718,020
|
(17)
|
|
|
424,920
|
(18)
|
|
|
293,100
|
(19)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dorot
Holding Limited (20)
|
|
|
1,800,000
|
(21)
|
|
|
600,000
|
(22)
|
|
|
1,200,000
|
(23)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fabrice
Madar (24)
|
|
|
3,703,800
|
(25)
|
|
|
1,234,600
|
(26)
|
|
|
2,469,200
|
(27)
|
|
|
1.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
David
Bitton (28)
|
|
|
555,900
|
(29)
|
|
|
185,300
|
(30)
|
|
|
370,600
|
(31)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Enrico
Monfrini (28)
|
|
|
555,900
|
(29)
|
|
|
185,300
|
(30)
|
|
|
370,600
|
(31)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dorzay
Fund (32)
|
|
|
1,851,840
|
(33)
|
|
|
617,280
|
(34)
|
|
|
1,234,560
|
(35)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ralph
Kattan (36)
|
|
|
1,860,000
|
(37)
|
|
|
620,000
|
(38)
|
|
|
1,240,000
|
(39)
|
|
|
1.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Armaz
(40)
|
|
|
185,220
|
(41)
|
|
|
61,740
|
(42)
|
|
|
123,480
|
(43)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Secarsur
(44)
|
|
|
185,220
|
(41)
|
|
|
61,740
|
(39)
|
|
|
123,480
|
(43)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Susanna
Madar (45)
|
|
|
185,220
|
(41)
|
|
|
61,740
|
(42)
|
|
|
123,480
|
(43)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Jean
Phillipe Amvame (45)
|
|
|
185,220
|
(41)
|
|
|
61,740
|
(42)
|
|
|
123,480
|
(43)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Joseph
Bellelis (45)
|
|
|
370,380
|
(46)
|
|
|
123,460
|
(47)
|
|
|
246,920
|
(48)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sabby
Healthcare Master Fund, Ltd. (49)
|
|
|
5,015,140
|
(50)
|
|
|
2,000,000
|
(51)
|
|
|
3,015,140
|
(52)
|
|
|
2.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sabby
Volatility Warrant Master Fund, Ltd. (53)
|
|
|
4,970,000
|
(54)
|
|
|
2,000,000
|
(51)
|
|
|
2,970,000
|
(55)
|
|
|
2.3
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Intracoastal
Capital, LLC (56)
|
|
|
3,757,580
|
(57)
|
|
|
1,333,340
|
(58)
|
|
|
2,42,240
|
(59)
|
|
|
1.9
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Michael
Vasinkevich (16)
|
|
|
423,920
|
(60)
|
|
|
423,920
|
(60)
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mark
Viklund (16)
|
|
|
23,120
|
(61)
|
|
|
4,500
|
(62)
|
|
|
18,620
|
(63)
|
|
|
*
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charles
Worthman (16)
|
|
|
15,640
|
(64)
|
|
|
6,340
|
(65)
|
|
|
9,300
|
(66)
|
|
|
*
|
|
*
Denotes less than 1%
|
(1)
|
Hadar
Shamir and Nir Shamir have shared power to vote and dispose of the shares held by S.H.N
Financial Investments Ltd. and may be deemed to be the beneficial owner of these shares.
The address of the selling shareholder is 8 Abba Even Blvd., B Entrance, Herzeliya, Israel.
|
|
(2)
|
Represents
250,000 ordinary shares represented by 12,500 ADSs issuable upon exercise of investor
warrants issued in our September 2017 financing.
|
|
(3)
|
The
natural person with voting or investment control of Lion Gate Capital is Kenneth Rickel.
The address of the selling shareholder is 1900 Ave of the Stars, Los Angeles, CA 90067.
|
|
(4)
|
Represents
(i) 500,000 ordinary shares represented by 25,000 ADSs issued in our September 2017 financing,
and (ii) 250,000 ordinary shares represented by 12,500 ADSs issuable upon exercise of
investor warrants issued in our September 2017 financing.
|
|
(5)
|
Represents
500,000 ordinary shares represented by 25,000 ADSs issued in our September 2017 financing
|
|
(6)
|
The
natural person with voting or investment control of Stoc*Doc Partners is Leonard Jaffe
The address of the selling shareholder is 1 Ferry Building, Suite 255, San Francisco,
CA 94111.
|
|
(7)
|
Represents
(i) 246,920 ordinary shares represented by 12,346 ADSs issued in our September 2017 financing,
and (ii) 123,460 ordinary shares represented by 6,173 ADSs issuable upon exercise of
investor warrants issued in our September 2017 financing.
|
|
(8)
|
Represents
123,460 ordinary shares represented by 6,173 ADSs issuable upon exercise of investor
warrants issued in our September 2017 financing.
|
|
(9)
|
Represents
246,920 ordinary shares represented by 12,346 ADSs issued in our September 2017 financing.
|
|
(10)
|
Paul
Packer is the managing member of Globis Capital LLC, which is the general partner of
Globis Capital Management LP, which is the investment manager for Globis Overseas Fund,
Ltd. Therefore, Mr. Packer has voting and dispositive power over these shares. The address
of the selling shareholder is 805 3
rd
Avenue, 15
th
Floor,
New York, NY 10022.
|
|
(11)
|
Represents
125,000 ordinary shares represented by 6,250 ADSs issuable upon exercise of investor
warrants issued in our September 2017 financing.
|
|
(12)
|
Paul
Packer is the managing member of Globis Capital Advisors LLC, which is the general partner
of Globis Capital Partners LP, and thus has voting and dispositive power over these shares. The
address of the selling shareholder is 805 3
rd
Avenue, 15
th
Floor,
New York, NY 10022.
|
|
(13)
|
Represents
375,000 ordinary shares represented by 18,750 ADSs issuable upon exercise of investor
warrants issued in our September 2017 financing.
|
|
(14)
|
The
natural person with voting or investment control of KBB Asset Management is Steven Segal.
The address of the selling shareholder is 12 Harrison Avenue, Enfield, CT 06082.
|
|
(15)
|
Represents
150,000 ordinary shares represented by 7,500 ADSs issuable upon exercise of investor
warrants issued in our September 2017 financing.
|
|
(16)
|
Referenced
person is affiliated with H.C. Wainwright. H.C. Wainwright is an entity in which Mark
Viklund, the Chief Executive Officer of H.C. Wainwright, and Thomas Pinou, the Chief
Financial Officer of H.C. Wainwright, hold shared voting and dispositive power over the
shares held by H.C. Wainwright. H.C. Wainwright is a registered broker-dealer and acted
as the placement agent in the September 2017 financing as well as the representative
of the underwriters in our U.S. initial public offering. The address of such selling
shareholder is c/o H.C. Wainwright & Co., LLC, 430 Park Avenue, New York, NY 10022.
|
|
(17)
|
Represents (i) 293,100 ordinary shares represented
by 14,655 ADSs issuable upon exercise of representative’s warrants issued in connection with our U.S. initial public
offering, (ii) 225,000 ordinary shares represented by 11,250 ADSs issuable upon exercise of investor warrants issued in our
September 2017 financing, (iii) 47,200 ordinary shares represented by 2,360 ADSs issuable upon exercise of placement agent
warrants issued in connection with our September 2017 financing, and (iv) 152,720 ordinary shares represented by 7,636 ADSs
issuable upon exercise of placement agent warrants issued in connection with our January 2018 financing.
|
|
(18)
|
Represents (i) 225,000 ordinary shares represented
by 11,250 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing, (ii) 47,200 ordinary shares
represented by 2,360 ADSs issuable upon exercise of placement agent warrants issued in connection with our September 2017
financing, and (iii) 152,720 ordinary shares represented by 7,636 ADSs issuable upon exercise of placement agent warrants
issued in connection with our January 2018 financing.
|
|
(19)
|
Represents 293,100 ordinary shares represented
by 14,655 ADSs issuable upon exercise of representative’s warrants issued in connection with our U.S. initial public
offering.
|
|
(20)
|
The natural persons with voting or investment
control of Dorot Holding Limited are Desmond Reoch, Ivan Israel, Susan Gager, Ian Felice, Ian Calderon, Tyrene Soleci and
Lee Abudarham. The address of the selling shareholder is 57/63 Line Wall Road, Gibraltar.
|
|
(21)
|
Represents
(i) 1,200,000 ordinary shares represented by 60,000 ADSs issued in our September 2017
financing, and (ii) 600,000 ordinary shares represented by 30,000 ADSs issuable upon
exercise of investor warrants issued in our September 2017 financing.
|
|
(22)
|
Represents
600,000 ordinary shares represented by 30,000 ADSs issuable upon exercise of investor
warrants issued in our September 2017 financing.
|
|
(23)
|
Represents
1,200,000 ordinary shares represented by 60,000 ADSs issued in our September 2017 financing.
|
|
(24)
|
The
address of the selling shareholder is Avenue de l’Amandolier 20, 1208 Geneva, Switzerland.
|
|
(25)
|
Represents
(i) 2,469,200 ordinary shares represented by 123,460 ADSs issued in our September 2017
financing, and (ii) 1,234,600 ordinary shares represented by 61,730 ADSs issuable upon
exercise of investor warrants issued in our September 2017 financing.
|
|
(26)
|
Represents
1,234,600 ordinary shares represented by 61,730 ADSs issuable upon exercise of investor
warrants issued in our September 2017 financing.
|
|
(27)
|
Represents
2,469,200 ordinary shares represented by 123,460 ADSs issued in our September 2017 financing.
|
|
(28)
|
The
address of the selling shareholder is Monfrini Bitton Klein, Place du Molard 3, 1204
Geneva, Switzerland.
|
|
(29)
|
Represents
(i) 370,600 ordinary shares represented by 18,530 ADSs issued in our September 2017 financing,
and (ii) 185,300 ordinary shares represented by 9,265 ADSs issuable upon exercise of
investor warrants issued in our September 2017 financing.
|
|
(30)
|
Represents
185,300 ordinary shares represented by 9,265 ADSs issuable upon exercise of investor
warrants issued in our September 2017 financing.
|
|
(31)
|
Represents
370,600 ordinary shares represented by 18,530 ADSs issued in our September 2017 financing.
|
|
(32)
|
The
natural person with voting or investment control of the Dorzay Fund is Laurent Zerbib.
The address of the Dorzay Fund is Governors Square, 2
nd
Floor, 23 Lime Tree
Bay Avenue, Grand Cayman KY1-1110, Cayman Islands.
|
|
(33)
|
Represents
(i) 1,234,560 ordinary shares represented by 61,728 ADSs issued in our September 2017
financing, and (ii) 617,280 ordinary shares represented by 30,864 ADSs issuable upon
exercise of investor warrants issued in our September 2017 financing.
|
|
(34)
|
Represents
617,280 ordinary shares represented by 30,864 ADSs issuable upon exercise of investor
warrants issued in our September 2017 financing.
|
|
(35)
|
Represents
1,234,560 ordinary shares represented by 61,728 ADSs issued in our September 2017 financing.
|
|
(36)
|
The
address of the selling shareholder is 7 Chemin de Frossard, 1231, Conches, Switzerland.
|
|
(37)
|
Represents
(i) 1,240,000 ordinary shares represented by 62,000 ADSs issued in our September 2017
financing, and (ii) 620,000 ordinary shares represented by 31,000 ADSs issuable upon
exercise of investor warrants issued in our September 2017 financing.
|
|
(38)
|
Represents
620,000 ordinary shares represented by 31,000 ADSs issuable upon exercise of investor
warrants issued in our September 2017 financing.
|
|
(39)
|
Represents
1,240,000 ordinary shares represented by 62,000 ADSs issued in our September 2017 financing.
|
|
(40)
|
The natural person with voting or investment
control of Armaz is Tamar Mizrahi. The address of the referenced selling shareholder is c/o Belious, 3C Chemin de la Tulette,
1223 Cologny, Switzerland.
|
|
(41)
|
Represents (i) 123,480 ordinary shares represented by 6,174 ADSs issued in our September 2017 financing, and (ii) 61,740 ordinary shares represented by 3,087 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.
|
|
(42)
|
Represents 61,740 ordinary shares represented by 3,087 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.
|
|
(43)
|
Represents 123,480 ordinary shares represented by 6,174 ADSs issued in our September 2017 financing.
|
(44)
|
The natural person with voting or investment
control of Armaz is Arie Mizrahi. The address of the referenced selling shareholder is c/o Belious, 3C Chemin de la Tulette,
1223 Cologny, Switzerland.
|
(45)
|
The address of the referenced selling shareholder
is c/o Belious, 3C Chemin de la Tulette, 1223 Cologny, Switzerland.
|
|
|
(46)
|
Represents (i) 246,920 ordinary shares represented
by 12,346 ADSs issued in our September 2017 financing, and (ii) 123,460 ordinary shares represented by 6,173 ADSs issuable
upon exercise of investor warrants issued in our September 2017 financing.
|
|
(47)
|
Represents 123,460 ordinary shares represented
by 6,173 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.
|
|
(48)
|
Represents 246,920 ordinary shares represented
by 12,346 ADSs issued in our September 2017 financing,
|
(49)
|
Sabby Management, LLC is the investment manager of Sabby
Healthcare Master Fund, Ltd., or Sabby HMF, and shares voting and investment power with respect to these shares in this capacity.
As manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of Sabby HMF. Each of Sabby
Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to the extent of their pecuniary
interest therein. The address of principal business office of Sabby HMF is 10 Mountainview Road, Suite 205, Upper Saddle River,
New Jersey 07458.
|
|
|
(50)
|
Represents (i) 3,015,140
ordinary shares represented by 150,727 ADSs issued in our January 2018 financing, and (ii)
2,000,000 ordinary shares represented by 100,000 ADSs issuable upon exercise of investor warrants
issued in our January 2018 financing.
|
|
|
(51)
|
Represents 2,000,000 ordinary shares represented by 100,000
ADSs issuable upon exercise of investor warrants issued in our January 2018 financing.
|
|
|
(52)
|
Represents 3,015,140
ordinary shares represented by 150,727 ADSs issued in our January 2018 financing.
|
|
|
(53)
|
Sabby Management, LLC is the investment manager of Sabby
Volatility Warrant Master Fund, Ltd., or Sabby VWMF, and shares voting and investment power with respect to these shares in
this capacity. As manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of Sabby VWMF.
Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to the extent
of their pecuniary interest therein. The address of principal business office of S Sabby VWMF is 10 Mountainview Road, Suite
205, Upper Saddle River, New Jersey 07458.
|
|
|
(54)
|
Represents (i) 2,970,000
ordinary shares represented by 148,500 ADSs issued in our January 2018 financing, and (ii)
2,000,000 ordinary shares represented by 100,000 ADSs issuable upon exercise of investor warrants
issued in our January 2018 financing.
|
|
|
(55)
|
Represents 2,970,000 ordinary
shares represented by 148,500 ADSs issued in our January 2018 financing.
|
|
|
(56)
|
Mitchell P. Kopin, or Mr. Kopin, and Daniel B. Asher, or
Mr. Asher, each of whom are managers of Intracoastal Capital LLC, or Intracoastal, have shared voting control and investment
discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher
may be deemed to have beneficial ownership (as determined under Section 13(d) of Exchange Act) of the securities reported
herein that are held by Intracoastal. Mr. Asher, who is a manager of Intracoastal, is also a control person of a broker-dealer.
As a result of such common control, Intracoastal may be deemed to be an affiliate of a broker-dealer. Intracoastal acquired
the ordinary shares being registered hereunder in the ordinary course of business, and at the time of acquisition of the ordinary
shares and warrants described herein, Intracoastal did not have any arrangements or undertakings with any person to distribute
such securities.
|
|
|
(57)
|
Represents (i) 2,424,240 ordinary shares represented by 121,212
ADSs issued in our January 2018 financing, and (ii) 1,333,340 ordinary shares represented by 66,667 ADSs issuable upon exercise
of investor warrants issued in our January 2018 financing.
|
|
|
(58)
|
Represents 1,333,340 ordinary shares represented by 66,667
ADSs issuable upon exercise of investor warrants issued in our January 2018 financing.
|
|
|
(59)
|
Represents 2,424,240 ordinary shares represented by 121,212
ADSs issued in our January 2018 financing.
|
|
|
(60)
|
Represents (i) 96,640 ordinary shares represented by 4,832
ADSs issuable upon exercise of placement agent warrants issued in connection with our September 2017 financing, and (ii) 327,280
ordinary shares represented by 16,364 ADSs issuable upon exercise of placement agent warrants issued in connection with our
January 2018 financing.
|
|
(61)
|
Represents (i) 18,620 ordinary shares represented by 931
ADSs issuable upon exercise of representative’s warrants issued in connection with our U.S. initial public offering,
and (ii) 4,500 ordinary shares represented by 225 ADSs issuable upon exercise of placement agent warrants issued in connection
with our September 2017 financing.
|
|
(62)
|
Represents 4,500 ordinary shares represented by 225 ADSs
issuable upon exercise of placement agent warrants issued in connection with our September 2017 financing.
|
|
(63)
|
Represents 18,620 ordinary shares represented by 931 ADSs
issuable upon exercise of representative’s warrants issued in connection with our U.S. initial public offering.
|
|
(64)
|
Represents (i) 9,300 ordinary shares represented by 465 ADSs
issuable upon exercise of representative’s warrants issued in connection with our U.S. initial public offering, (ii)
1,500 ordinary shares represented by 75 ADSs issuable upon exercise of placement agent warrants issued in connection with
our September 2017 financing, and (iii) 4,840 ordinary shares represented by 242 ADSs issuable upon exercise of placement
agent warrants issued in connection with our January 2018 financing.
|
|
(65)
|
Represents (i) 1,500 ordinary shares represented by 75 ADSs
issuable upon exercise of placement agent warrants issued in connection with our September 2017 financing, and (ii) 4,840
ordinary shares represented by 242 ADSs issuable upon exercise of placement agent warrants issued in connection with our January
2018 financing.
|
|
(66)
|
Represents 9,300 ordinary shares represented by 465 ADSs
issuable upon exercise of representative’s warrants issued in connection with our U.S. initial public offering,
|
DESCRIPTION
OF SHARE CAPITAL
The
following description of our share capital is a summary of the material terms of our articles of association and Israeli corporate
law regarding our shares and the holders thereof. This description contains all material information concerning our ordinary shares
but does not purport to be complete. For a complete description, you should read our articles of association, a copy of which
has been filed with the SEC as an exhibit to the registration statement on Form F-1 of which this prospectus forms a part. The
following description is qualified in its entirety by reference to our articles of association and applicable law.
Ordinary
Shares
As
of February 5, 2018, our authorized share capital consists of 500,000,000 ordinary shares, no par value. As of February 5, 2018,
there are 130,147,799 ordinary shares outstanding (which excludes 2,686,693 ordinary shares held in treasury). All of our outstanding
ordinary shares are validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable and do not have any
preemptive rights.
Options
As
of February 5, 2018, the following number of options are outstanding:
|
●
|
10,429,777 ordinary shares issuable upon
the exercise of 10,429,777 options at a weighted average exercise price of NIS 1.19 ($0.35) per share issuable under the 2014
Cellect Option Plan;
|
|
●
|
113,698 ordinary shares issuable upon the exercise
of 113,698 options at exercise price of NIS 1.00 ($0.29) per share issued to a consultant;
|
|
●
|
1,927,801 ordinary shares issuable upon
the exercise of 1,927,801 options (Series A) at an exercise price of NIS 2.1 ($0.61) per share;
|
|
●
|
20,700,420 ordinary shares underlying 1,035,020
ADSs issuable upon exercise of the listed warrants at an exercise price of 7.50 per ADS issued in our U.S. initial public
offering;
|
|
●
|
321,020 ordinary shares underlying 16,051 ADSs
issuable upon exercise of representative’s warrants at an exercise price of 8.775 per ADS issued in our U.S. initial
public offering;
|
|
●
|
5,311,360 ordinary shares underlying 265,568
ADSs issuable upon exercise of the investor warrants at an exercise price of $12.07 per ADS issued in our private placement
in September 2017;
|
|
●
|
149,840 ordinary
shares underlying 7,492 ADSs issuable upon exercise of placement agent warrants at an exercise price of $10.125 per ADS issued
in our private placement in September 2017.
|
|
|
|
|
●
|
5,333,340 ordinary shares issuable upon the
exercise of warrants to purchase 266,667 ADSs issued in our private placement in January 2018, at an exercise price of $12.00
per ADS;
|
|
|
|
|
●
|
484,840 ordinary shares issuable upon the
exercise of warrants to purchase 24,242 ADSs at an exercise price of $10.31 per ADS, issued in connection with our private
placement in January 2018.
|
We maintain our 2014
Cellect Option Plan, which was adopted by our board of directors in February 2014 and is scheduled to expire in 2024. The 2014
Cellect Option Plan provides for the grant of options to our directors, officers, employees, consultants, advisers and service
providers. As of February 5, 2018, 12,707,971 ordinary shares have been reserved for issuance under the 2014 Cellect Option Plan.
As of February 5, 2018, an aggregate amount of 14,739,114 options to purchase 14,739,114 ordinary shares were granted, of which
3,415,824 expired or forfeited and 10,429,777 are outstanding. Of such outstanding options, options to purchase 2,810,891 ordinary
shares were exercisable as of February 5, 2018, with a weighted average exercise price of NIS 1.34($0.40) per share, and will
expire 10 years from the date of grant, during the years 2024 – 2028.
Articles
of Association
The
following are summaries of material provisions of our articles of association and the Companies Law insofar as they relate to
the material terms of our ordinary shares.
Purposes
and Objects of the Company
Our
purpose is set forth in Section 2 of our articles of association and includes every lawful purpose.
Registration
Number
Our
number with the Israeli Registrar of Companies is 520036484.
Voting
Rights
Holders
of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders at a shareholders
meeting. Shareholders may vote at shareholders meetings either in person, by proxy or by written ballot. Israeli law does not
allow public companies to adopt shareholder resolutions by means of written consent in lieu of a shareholders meeting. The board
of directors shall determine and provide a record date for each shareholders meeting and all shareholders at such record date
may vote. Unless stipulated differently in the Companies Law or in the articles of association, all shareholders’ resolutions
shall be approved by a simple majority vote. Except as otherwise disclosed herein, an amendment to our articles of association
requires the prior approval of a simple majority of our shares represented and voting at a general meeting.
Transfer
of Shares
Our
ordinary shares that are fully paid for are issued in registered form and may be freely transferred under our articles of association,
unless the transfer is restricted or prohibited by applicable law or the rules of a stock exchange on which the shares are traded.
See “Shares Eligible for Future Sale” with respect to the applicable U.S. law. The ownership or voting of our ordinary
shares by non-residents of Israel is not restricted in any way by our articles of association or Israeli law, except for ownership
by nationals of some countries that are, or have been, in a state of war with Israel.
The
Powers of the Directors
Our
board of directors directs our policy and supervises the performance of our Chief Executive Officer. Pursuant to the Companies
Law and our articles of association, our board of directors may exercise all powers and take all actions that are not required
under law or under our articles of association to be exercised or taken by our shareholders.
Amendment
of Share Capital
Our
articles of association enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the
Companies Law and must be approved by a resolution duly passed by our shareholders at a general or special meeting by voting on
such change in the capital. In addition, transactions that have the effect of reducing capital, such as the declaration and payment
of dividends in the absence of sufficient retained earnings and profits, require a resolution of our board of directors and court
approval.
Dividends
Under
Israeli law, we may declare and pay dividends only if, upon the determination of our board of directors, there is no reasonable
concern that the distribution will prevent us from being able to meet the terms of our existing and foreseeable obligations as
they become due. Under the Companies Law, the distribution amount is further limited to the greater of retained earnings or earnings
generated over the two most recent years legally available for distribution according to our then last reviewed or audited financial
statements, provided that the date of the financial statements is not more than six months prior to the date of distribution.
In the event that we do not have retained earnings or earnings generated over the two most recent years legally available for
distribution, we may seek the approval of the court in order to distribute a dividend. The court may approve our request if it
determines that there is no reasonable concern that the payment of a dividend will prevent us from satisfying our existing and
foreseeable obligations as they become due.
Shareholders
Meetings
Under
Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year and in any event no
later than 15 months after the date of the previous annual general meeting. All meetings other than the annual general meeting
of shareholders are referred to as special meetings. Our board of directors may call special meetings whenever it sees fit, at
such time and place, within or outside of Israel, as it may determine. In addition, the Companies Law and our articles of association
provide that our board of directors is required to convene a special meeting upon the written request of (1) any two of our directors
or one quarter of the directors then in office; or (2) one or more shareholders holding, in the aggregate either (a) 5% of our
issued share capital and 1% of our outstanding voting power, or (b) 5% of our outstanding voting power.
Subject
to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote
at general meetings are the shareholders of record on a date to be decided by the board of directors and in accordance with the
Companies Law and its Regulations. Furthermore, the Companies Law and our articles of association require that resolutions regarding
the following matters must be passed at a general meeting of our shareholders:
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amendments to our articles of association;
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appointment or termination of our auditors;
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appointment and dismissal of directors and external directors;
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approval of acts and transactions requiring general meeting approval pursuant to the Companies Law;
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director compensation, indemnification and change of the principal executive officer;
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increases or reductions of our authorized share capital;
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the
exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers
and the exercise of any of its powers is required for our proper management; and
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authorizing the Chairman of the board of directors or his relative to act as the company’s Chief Executive Officer or act with such authority; or authorize the company’s Chief Executive Officer or his relative to act as the Chairman of the board of directors or act with such authority
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The
Companies Law requires that a notice of any annual or special shareholders meeting be provided at least 21 days prior to the meeting.
In the event the agenda of the meeting includes the manners specified under bullets 3, 4, 5, 7 and 9 above, or the approval of
transactions with office holders or interested or related parties, a notice must be provided at least 35 days prior to the meeting.
The
Companies Law does not allow shareholders of publicly traded companies to approve corporate matters by written consent. Consequently,
our articles of association do not allow shareholders to approve corporate matters by written consent.
Pursuant
to our articles of association, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted
to a vote before the shareholders at a general meeting.
Quorum
The
quorum required for our general meetings of shareholders consists of two or more shareholders present in person, by proxy or by
other voting instrument in accordance with the Companies Law and our articles of association who hold or represent, in the aggregate,
at least 33 1/3% of the total outstanding voting rights, within half an hour from the appointed time.
A
meeting adjourned for lack of a quorum is adjourned to the same day in the following week at the same time and place or on a later
date if so specified in the summons or notice of the meeting. At the reconvened meeting, and within half an hour from the appointed
time, any number of our shareholders present in person or by proxy shall constitute a lawful quorum.
Resolutions
Our
articles of association provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required
by applicable law.
Israeli
law provides that a shareholder of a public company may vote in a meeting and in a class meeting by means of a written ballot
in which the shareholder indicates how he or she votes on resolutions relating to the following matters:
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an
appointment or removal of directors;
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an
approval of transactions with office holders or interested or related parties, that require shareholder approval;
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an
approval of a merger;
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authorizing
the Chairman of the board of directors or his relative to act as the company’s Chief Executive Officer or act with such
authority; or authorize the company’s Chief Executive Officer or his relative to act as the Chairman of the board of
directors or act with such authority;
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any
other matter that is determined in the articles of association to be voted on by way of a written ballot. Our articles of
association do not stipulate any additional matters; and
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other
matters which may be prescribed by Israel’s Minister of Justice.
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The
provision allowing the vote by written ballot does not apply where the voting power of the controlling shareholder is sufficient
to determine the vote.
The
Companies Law provides that a shareholder, in exercising his or her rights and performing his or her obligations toward the company
and its other shareholders, must act in good faith and in a customary manner, and avoid abusing his or her power. This is required
when voting at general meetings on matters such as changes to the articles of association, increasing the company’s registered
capital, mergers and approval of certain interested or related party transactions. A shareholder also has a general duty to refrain
from depriving any other shareholder of its rights as a shareholder. In addition, any controlling shareholder, any shareholder
who knows that its vote can determine the outcome of a shareholder vote and any shareholder who, under such company’s articles
of association, can appoint or prevent the appointment of an office holder or other power towards the company, is required to
act with fairness towards the company. The Companies Law does not describe the substance of this duty except that the remedies
generally available upon a breach of contract will also apply to a breach of the duty to act with fairness, and, to the best of
our knowledge, there is no binding case law that addresses this subject directly.
Under
the Companies Law, unless provided otherwise in a company’s articles of association, a resolution at a shareholders meeting
requires approval by a simple majority of the voting rights represented at the meeting, in person, by proxy or written ballot,
and voting on the resolution. Generally, a resolution for the voluntary winding up of the company requires the approval of holders
of 75% of the voting rights represented at the meeting, in person, by proxy or by written ballot and voting on the resolution.
In
the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of
our ordinary shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected
by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that
may be authorized in the future.
Access
to Corporate Records
Under
the Companies Law, all shareholders of a company generally have the right to review minutes of the company’s general meetings,
its shareholders register and principal shareholders register, articles of association, financial statements and any document
it is required by law to file publicly with the Israeli Companies Registrar and the ISA. Any of our shareholders may request to
review any document in our possession that relates to any action or transaction with a related party, interested party or office
holder that requires shareholder approval under the Companies Law. We may deny a request to review a document if we determine
that the request was not made in good faith, that the document contains a commercial secret or a patent or that the document’s
disclosure may otherwise prejudice our interests.
Acquisitions
under Israeli Law
Full
Tender Offer
A
person wishing to acquire shares of a public Israeli company and who would as a result hold over 90% of the target company’s
issued and outstanding share capital is required by the Companies Law to make a tender offer to all of the company’s shareholders
for the purchase of all of the issued and outstanding shares of the company. A person wishing to acquire shares of a public Israeli
company and who would as a result hold over 90% of the issued and outstanding share capital of a certain class of shares is required
to make a tender offer to all of the shareholders who hold shares of the same class for the purchase of all of the issued and
outstanding shares of the same class. If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding
share capital of the company or of the applicable class, all of the shares that the acquirer offered to purchase will be transferred
to the acquirer by operation of law (provided that a majority of the offerees that do not have a personal interest in such tender
offer shall have approved the tender offer except that if the total votes to reject the tender offer represent less than 2% of
the company’s issued and outstanding share capital, in the aggregate, approval by a majority of the offerees that do not
have a personal interest in such tender offer is not required to complete the tender offer). However, a shareholder that had its
shares so transferred may petition the court within six months from the date of acceptance of the full tender offer, whether or
not such shareholder agreed to the tender or not, to determine whether the tender offer was for less than fair value and whether
the fair value should be paid as determined by the court unless the acquirer stipulated in the tender offer that a shareholder
that accepts the offer may not seek appraisal rights, so long as prior to the acceptance of the full tender offer, the acquirer
and the company disclosed the information required by law in connection with the full tender offer. If the shareholders who did
not accept the tender offer hold 5% or more of the issued and outstanding share capital of the company or of the applicable class,
the acquirer may not acquire shares of the company that will increase its holdings to more than 90% of the company’s issued
and outstanding share capital or of the applicable class from shareholders who accepted the tender offer.
Special
Tender Offer
The
Companies Law provides that an acquisition of shares of a public Israeli company must be made by means of a special tender offer
if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company, unless
one of the exemptions in the Companies Law is met. This rule does not apply if there is already another holder of at least 25%
of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must
be made by means of a tender offer if as a result of the acquisition the purchaser would become a holder of 45% or more of the
voting rights in the company, if there is no other shareholder of the company who holds 45% or more of the voting rights in the
company, unless one of the exemptions in the Companies Law is met.
A
special tender offer must be extended to all shareholders of a company, but the offeror is not required to purchase shares representing
more than 5% of the voting power attached to the company’s outstanding shares, regardless of how many shares are tendered
by shareholders. A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s
outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares
whose holders objected to the offer.
If
a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the
purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target
company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the
purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer.
Under
regulations enacted pursuant to the Companies Law, the above special tender offer requirements may not apply to companies whose
shares are listed for trading on a foreign stock exchange if, among other things, the relevant foreign laws or the rules of the
stock exchange, include provisions limiting the percentage of control which may be acquired or that the purchaser is required
to make a tender offer to the public. However, the ISA’s opinion is that such leniency does not apply with respect to companies
whose shares are listed for trading on stock exchanges in the United States, including NASDAQ, which do not provide for sufficient
legal restrictions on obtaining control or an obligation to make a tender offer to the public, therefore the special tender offer
requirements shall apply to such companies.
Merger
The
Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements
described under the Companies Law are met, a majority of each party’s shares voted on the proposed merger at a shareholders
meeting called with at least 35 days’ prior notice.
For
purposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the
shares represented at the shareholders meeting that are held by parties other than the other party to the merger, or by any person
who holds 25% or more of the outstanding shares or the right to appoint 25% or more of the directors of the other party, vote
against the merger. If the transaction would have been approved but for the separate approval of each class or the exclusion of
the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least
25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value
of the parties to the merger and the consideration offered to the shareholders.
Upon
the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that
there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations
of any of the parties to the merger, and may further give instructions to secure the rights of creditors.
In
addition, a merger may not be completed unless at least 50 days have passed from the date that a proposal for approval of the
merger was filed by each party with the Israeli Registrar of Companies and 30 days have passed from the date the merger was approved
by the shareholders of each party.
Antitakeover
Measures
The
Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares, including
shares providing certain preferred rights, distributions or other matters and shares having preemptive rights. As of the date
of this prospectus, we do not have any authorized or issued shares other than our ordinary shares. In the future, if we do create
and issue a class of shares other than ordinary shares, such class of shares, depending on the specific rights that may be attached
to them, may delay or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market
value of their ordinary shares. The authorization of a new class of shares will require an amendment to our articles of association
which requires the prior approval of the holders of a majority of our shares at a general meeting. Shareholders voting in such
meeting will be subject to the restrictions provided in the Companies Law as described above.
DESCRIPTION
OF AMERICAN DEPOSITARY SHARES AND WARRANTS
American
Depositary Shares
The
Bank of New York Mellon, as depositary, will register and deliver ADSs upon the exercise of any Warrants. Each ADS issued upon
such exercise will represent 20 ordinary shares (or a right to receive 20 ordinary shares) deposited with the principal Tel Aviv
office of either of Bank Leumi or Bank Hapoalim, as custodian for the depositary. Each ADS will also represent any other securities,
cash or other property which may be held by the depositary. The depositary’s office at which the ADSs will be administered
is located at 101 Barclay Street, New York, New York 10286. The Bank of New York Mellon’s principal executive office is
located at 225 Liberty Street, New York, New York 10286.
You
may hold ADSs either (a) directly (1) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate
evidencing a specific number of ADSs, registered in your name, or (2) by having uncertificated ADSs registered in your name, or
(b) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or
indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a registered ADS holder,
also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely
on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section.
You should consult with your broker or financial institution to find out what those procedures are.
Registered
holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.
As
an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Israeli law governs
shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. As a registered holder of ADSs,
you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or
beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs
the deposit agreement and the ADSs.
The
following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the
entire deposit agreement and the form of ADR. For directions on how to obtain copies of those documents see “Where You Can
Find More Information”.
Dividends
and Other Distributions
How
will you receive dividends and other distributions on the shares?
The
depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives
on ordinary shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions
in proportion to the number of ordinary shares your ADSs represent.
Cash
. The
depositary will convert any cash dividend or other cash distribution we pay on the ordinary shares into U.S. dollars, if it can
do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government
approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only
to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the
ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.
Before
making a distribution, the depositary will deduct any withholding taxes, or other required governmental charges. See “Taxation”
below. The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent.
If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all
of the value of the distribution.
Shares
. The
depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution. The
depositary will only distribute whole ADSs. It will sell ordinary shares which would require it to deliver a fraction of an ADS
(or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does
not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of
the distributed ordinary shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with
that distribution.
Rights
to purchase additional shares
. If we offer holders of our securities any rights to subscribe for additional
ordinary shares or any other rights, the depositary may (1) exercise those rights on behalf of ADS holders, (2) distribute those
rights to ADS holders or (3) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or
upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights
to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it
to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it
will purchase the securities to which the rights relate and distribute those securities or, in the case of ordinary shares, new
ADSs representing the new ordinary shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to
the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities
issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
Other
Distributions
. The depositary will send to ADS holders anything else we distribute on deposited securities
by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice.
It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide
to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is
not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that
it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient
to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary
to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.
The
depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders.
We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation
to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you
may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us
to make them available to you.
Deposit,
Withdrawal and Cancellation
How
are ADSs issued?
The
depositary will deliver ADSs if you or your broker deposits ordinary shares or evidence of rights to receive ordinary shares with
the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes
or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or
upon the order of the person or persons that made the deposit.
How
can ADS holders withdraw the deposited securities?
You
may surrender your ADSs for the purpose of withdrawal at the depositary’s office. Upon payment of its fees and expenses
and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares
and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of
the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible.
The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.
How
do ADS holders interchange between certificated ADSs and uncertificated ADSs?
You
may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel
that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated
ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange
of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those
ADSs.
Voting
Rights
How
do you vote?
ADS
holders may instruct the depositary how to vote the number of deposited ordinary shares their ADSs represent. If we request the
depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’
meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain
how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date
set by the depositary.
The
depositary will try, as far as practical, subject to the laws of Israel and the provisions of our articles of association or similar
documents, to vote or to have its agents vote the ordinary shares or other deposited securities as instructed by ADS holders.
If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that
case, the depositary may try to vote as you instruct, but it is not required to do so.
Except
by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your
ADSs and withdraw the ordinary shares. However, you may not know about the meeting enough in advance to withdraw the ordinary
shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or
attempt to vote as instructed.
We
cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your
ordinary shares. In addition, the depositary and its agents are not responsible for failing to you may not be able to exercise
voting rights and there may be nothing you can do if your ordinary shares are not voted as you requested. In order to give you
a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we
request the Depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to
be voted upon at least 60 days in advance of the meeting date.
Fees
and Expenses
Persons
depositing or withdrawing ordinary shares or ADS holders must pay:
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$5.00
(or less) per 100 ADSs (or portion of 100 ADSs)
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Issuance
of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property. Cancellation of
ADSs for the purpose of withdrawal, including if the deposit agreement terminates
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$.05
(or less) per ADS
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Any
cash distribution to ADS holders
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A
fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary
shares had been deposited for issuance of ADSs
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Distribution
of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to
ADS holders
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$.05
(or less) per ADS per calendar year
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Depositary
services
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Registration
or transfer fees
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Transfer
and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit
or withdraw ordinary shares
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Expenses
of the depositary
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Cable,
telex and facsimile transmissions (when expressly provided in the deposit agreement); converting foreign currency to U.S.
dollars
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Taxes
and other governmental charges the depositary or the custodian has to pay on any ADSs or ordinary shares underlying ADSs,
such as stock transfer taxes, stamp duty or withholding taxes
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As
necessary
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Any
charges incurred by the depositary or its agents for servicing the deposited securities
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As
necessary
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The
depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering
ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions
to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the
fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing
investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its
fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to
ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until
its fees for those services are paid.
From
time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment
and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from
the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers,
foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share
fees, spreads or commissions.
The
depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account
and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation,
transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between
the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its
affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the
exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could
be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject
to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency
conversions is available upon request.
Payment
of Taxes
You
will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented
by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities
represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities
represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited
securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send
to ADS holders any property, remaining after it has paid the taxes.
Tender
and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities
The
depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder
surrendering ADSs and subject to any conditions or procedures the depositary may establish.
If
deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities,
the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders
of called ADSs upon surrender of those ADSs.
If
there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger,
consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives
new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities
as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and to hold the
replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary
may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.
If
there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary
may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for
new ADRs identifying the new deposited securities.
If
there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities
underlying ADSs have become apparently worthless, the depositary may call for surrender or of those ADSs or cancel those ADSs
upon notice to the ADS holders.
Amendment
and Termination
How
may the deposit agreement be amended?
We
may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. If an amendment
adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration
fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become
effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment
becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs
and the deposit agreement as amended.
How
may the deposit agreement be terminated?
The
depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination
of the deposit agreement if:
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60
days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted
its appointment;
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we
delist our ordinary shares from an exchange on which they were listed and do not list the ordinary shares on another exchange;
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we
appear to be insolvent or enter insolvency proceedings all or substantially all the value of the deposited securities has
been distributed either in cash or in the form of securities;
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there
are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or
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there
has been a replacement of deposited securities.
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If
the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At
any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the
money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability
for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will
sell as soon as practicable after the termination date.
After
the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited
securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities if
it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale
proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited
securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any
dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices
or perform any other duties under the deposit agreement except as described in this paragraph.
Limitations
on Obligations and Liability
Limits
on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs
The
deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the
liability of the depositary. We and the depositary:
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are
only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;
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are
not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or
its obligations under the deposit agreement;
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are
not liable if we or it exercises discretion permitted under the deposit agreement;
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are
not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made
available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages
for any breach of the terms of the deposit agreement;
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have
no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf
or on behalf of any other person;
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are
not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and
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may
rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the
proper person.
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In
the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.
Requirements
for Depositary Actions
Before
the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary
may require:
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payment
of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties
for the transfer of any ordinary shares or other deposited securities;
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satisfactory
proof of the identity and genuineness of any signature or other information it deems necessary; and
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compliance
with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer
documents.
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The
depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer
books are closed or at any time if the depositary or we think it advisable to do so.
Your
Right to Receive the Ordinary Shares Underlying your ADSs
ADS
holders have the right to cancel their ADSs and withdraw the underlying ordinary shares at any time except:
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when
temporary delays arise because: (1) the depositary has closed its transfer books or we have closed our transfer books; (2)
the transfer of ordinary shares is blocked to permit voting at a shareholders meeting; or (3) we are paying a dividend on
our shares;
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when
you owe money to pay fees, taxes and similar charges; or
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when
it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or
to the withdrawal of ordinary shares or other deposited securities.
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This
right of withdrawal may not be limited by any other provision of the deposit agreement.
Pre-release
of ADSs
The
deposit agreement permits the depositary to deliver ADSs before deposit of the underlying shares. This is called a pre-release
of the ADSs. The depositary may also deliver ordinary shares upon cancellation of pre-released ADSs (even if the ADSs are canceled
before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying ordinary shares
are delivered to the depositary. The depositary may receive ADSs instead of ordinary shares to close out a pre-release. The depositary
may pre-release ADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the
pre-release is being made represents to the depositary in writing that it or its customer owns the ordinary shares or ADSs to
be deposited; (2) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate;
and (3) the depositary must be able to close out the pre-release on not more than five business days’ notice. In addition,
the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary
may disregard the limit from time to time if it thinks it is appropriate to do so.
Direct
Registration System
In
the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, or DRS, and Profile
Modification System, or Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between
registered holdings of uncertificated ADSs and holdings of security entitlements in ADSs through DTC and a DTC participant. Profile
is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of ADSs, to direct the depositary
to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant
without receipt by the depositary of prior authorization from the ADS holder to register that transfer.
In
connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement
understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS
holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act
on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the
parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the
DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the
depositary.
Shareholder
communications; inspection of register of holders of ADSs
The
depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited
securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications
or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of
ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.
September
2017 Financing Investor Warrants
The
following is a brief summary of the investor warrants issued in connection with our September 2017 financing and is subject in
all respects to the provisions contained in the warrants, the form filed as an exhibit to our Current Report on Form 6-K dated
September 8, 2017.
Exercisability
The
warrants are exercisable immediately upon issuance and at any time up to the date that is one year from the date of issuance.
The warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice
accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise
as discussed below), together with the ADS issuance fee of up to $0.05 per ADS and other applicable charges and taxes. Unless
otherwise specified in the warrant, the holder does not have the right to exercise the warrants, in whole or in part, if the holder
(together with its affiliates) would beneficially own in excess of 4.99% of the number of our ordinary shares outstanding immediately
after giving effect to the exercise, as such percentage is determined in accordance with the terms of the warrants.
Cashless
Exercise
In
the event that a registration statement covering the ADSs underlying the warrants is not effective or no current prospectus is
available for the resale of the ADSs underlying the warrants, the holder may, in its sole discretion, exercise warrants and, in
lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise
price, elect instead to receive upon such exercise the net number of ADSs determined according to the formula set forth in the
warrant agreement. The issuance fee of up to $0.05 per ADS, as well as other applicable charges and taxes, are due and payable
upon any cashless exercise.
Exercise
Price
The
exercise price per ADS purchasable upon exercise of the warrants is $12.07 per ADS and is subject to adjustments for share splits,
reclassifications, subdivisions, and other similar transactions. In addition to the exercise price per ADS, the issuance fee of
up to $0.05 per ADS and other applicable charges and taxes are due and payable upon exercise. The exercise price and the number
of ADS issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, share
dividends, share splits, share combinations, reclassifications or similar events affecting our ordinary shares, and also upon
any distributions of assets, including cash, share or other property to our shareholders.
Purchase
Rights, Fundamental Transactions and Change of Control
.
If
we sell or grant any rights to purchase share, warrants or securities or other property to our shareholders on a pro rata basis,
we will provide the holders of warrants with the right to acquire, upon the same terms, the securities subject to such purchase
rights as though the warrant had been exercised immediately prior to the declaration of such rights. If we consummate
any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation,
the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of
all or substantially all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for
other securities or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities
or other consideration to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of
such warrants would have been entitled upon such consolidation, merger or other transaction.
Transferability
Subject
to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with
the appropriate instruments of transfer..
Exchange
Listing.
We
do not plan on making an application to list the warrants on The Nasdaq Capital Market, any national securities exchange or other
nationally recognized trading system.
Rights
as a Shareholder
Except
as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights
to purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s
ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary
shares, including any voting rights, until they exercise their warrants.
September
2017 Financing Placement Agent Warrants
The
following is a brief summary of the placement agent warrants issued in connection with our September 2017 financing and is subject
in all respects to the provisions contained in the placement agent warrants, the form filed as an exhibit to the registration
statement, of which this prospectus forms a part.
Exercisability
The
warrants are exercisable immediately upon issuance and at any time up to the date that is one year from the date of issuance.
The warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice
accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise
as discussed below), together with the ADS issuance fee of up to $0.05 per ADS and other applicable charges and taxes. Unless
otherwise specified in the warrant, the holder does not have the right to exercise the warrants, in whole or in part, if the holder
(together with its affiliates) would beneficially own in excess of 4.99% of the number of our ordinary shares outstanding immediately
after giving effect to the exercise, as such percentage is determined in accordance with the terms of the warrants.
Cashless
Exercise
In
the event that a registration statement covering the ADSs underlying the warrants is not effective or no current prospectus is
available for the resale of the ADSs underlying the warrants, the holder may, in its sole discretion, exercise warrants and, in
lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise
price, elect instead to receive upon such exercise the net number of ADSs determined according to the formula set forth in the
warrant agreement. The issuance fee of up to $0.05 per ADS, as well as other applicable charges and taxes, are due and payable
upon any cashless exercise.
Exercise
Price
The
exercise price per ADS purchasable upon exercise of the warrants is $10.125 per ADS and is subject to adjustments for share splits,
reclassifications, subdivisions, and other similar transactions. In addition to the exercise price per ADS, the issuance fee of
up to $0.05 per ADS and other applicable charges and taxes are due and payable upon exercise. The exercise price and the number
of ADS issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, share
dividends, share splits, share combinations, reclassifications or similar events affecting our ordinary shares, and also upon
any distributions of assets, including cash, share or other property to our shareholders.
Purchase
Rights, Fundamental Transactions and Change of Control
.
If
we sell or grant any rights to purchase share, warrants or securities or other property to our shareholders on a pro rata basis,
we will provide the holders of warrants with the right to acquire, upon the same terms, the securities subject to such purchase
rights as though the warrant had been exercised immediately prior to the declaration of such rights. If we consummate
any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation,
the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of
all or substantially all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for
other securities or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities
or other consideration to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of
such warrants would have been entitled upon such consolidation, merger or other transaction.
Transferability
Subject
to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with
the appropriate instruments of transfer. In addition, the holder (or permitted assignees under Rule 5110(g)(1)) of the placement
agent warrants may not sell, transfer, assign, pledge, or hypothecate the warrants or the securities underlying these warrants,
nor may they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic
disposition of the warrants or the underlying securities for a period of 180 days from the effective date or commencement of sales
of the public offering of the ordinary shares represented by the ADSs issuable upon exercise of the warrants.
Exchange
Listing.
We
do not plan on making an application to list the warrants on The Nasdaq Capital Market, any national securities exchange or other
nationally recognized trading system.
Rights
as a Shareholder
Except
as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights
to purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s
ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary
shares, including any voting rights, until they exercise their warrants.
January 2018 Financing Investor
Warrants
The following
is a brief summary of the investor warrants issued in connection with our January 2018 financing and is subject
in all respects to the provisions contained in the warrants, the form filed as an exhibit to our Current Report on Form 6-K dated
January 31, 2018.
Exercisability
The warrants are
exercisable immediately upon issuance and at any time up to one (1) year following the earlier of (i) the effectiveness date of
the registration statement of which this prospectus forms a part, and (ii) 6 months from the issuance date of those warrants.
The warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice
accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise
as discussed below), together with the ADS issuance fee of up to $0.05 per ADS and other applicable charges and taxes. Unless
otherwise specified in the warrant, the holder does not have the right to exercise the warrants, in whole or in part, if the holder
(together with its affiliates) would beneficially own in excess of 4.99% of the number of our ordinary shares outstanding immediately
after giving effect to the exercise, as such percentage is determined in accordance with the terms of the warrants.
Cashless Exercise
In the event that
a registration statement covering the ADSs underlying the warrants is not effective or no current prospectus is available for
the resale of the ADSs underlying the warrants, the holder may, in its sole discretion, exercise warrants and, in lieu of making
the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, elect
instead to receive upon such exercise the net number of ADSs determined according to the formula set forth in the warrant agreement.
The issuance fee of up to $0.05 per ADS, as well as other applicable charges and taxes, are due and payable upon any cashless
exercise.
Exercise Price
The exercise price
per ADS purchasable upon exercise of the warrants is $12.00 per ADS and is subject to adjustments for share splits, reclassifications,
subdivisions, and other similar transactions. In addition to the exercise price per ADS, the issuance fee of up to $0.05 per ADS
and other applicable charges and taxes are due and payable upon exercise. The exercise price and the number of ADS issuable upon
exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, share dividends, share
splits, share combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions
of assets, including cash, share or other property to our shareholders.
Purchase Rights, Fundamental
Transactions and Change of Control
.
If we sell or grant
any rights to purchase share, warrants or securities or other property to our shareholders on a pro rata basis, we will provide
the holders of warrants with the right to acquire, upon the same terms, the securities subject to such purchase rights as though
the warrant had been exercised immediately prior to the declaration of such rights. If we consummate any fundamental
transaction, as described in the warrants and generally including any consolidation or merger into another corporation, the consummation
of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or substantially
all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for other securities or
other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration
to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have
been entitled upon such consolidation, merger or other transaction.
Transferability
Subject to certain
transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with the appropriate
instruments of transfer..
Exchange Listing.
We do not plan
on making an application to list the warrants on The Nasdaq Capital Market, any national securities exchange or other nationally
recognized trading system.
Rights as a Shareholder
Except as otherwise
provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights to purchase
shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s
ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary
shares, including any voting rights, until they exercise their warrants.
January 2018 Financing Placement
Agent Warrants
The following
is a brief summary of the placement agent warrants issued in connection with our January 2018 financing and is subject in all
respects to the provisions contained in the placement agent warrants, the form filed as an exhibit to the registration statement,
of which this prospectus forms a part.
Exercisability
The warrants are exercisable
immediately upon issuance and at any time up to one (1) year following the earlier of (i) the effectiveness date of the registration
statement of which this prospectus forms a part, and (ii) 6 months from the issuance date of those warrants. The warrants are
exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied
by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise as discussed
below), together with the ADS issuance fee of up to $0.05 per ADS and other applicable charges and taxes. Unless otherwise specified
in the warrant, the holder does not have the right to exercise the warrants, in whole or in part, if the holder (together with
its affiliates) would beneficially own in excess of 4.99% of the number of our ordinary shares outstanding immediately after giving
effect to the exercise, as such percentage is determined in accordance with the terms of the warrants.
Cashless Exercise
In the event that a
registration statement covering the ADSs underlying the warrants is not effective or no current prospectus is available for the
resale of the ADSs underlying the warrants, the holder may, in its sole discretion, exercise warrants and, in lieu of making the
cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, elect instead
to receive upon such exercise the net number of ADSs determined according to the formula set forth in the warrant agreement. The
issuance fee of up to $0.05 per ADS, as well as other applicable charges and taxes, are due and payable upon any cashless exercise.
Exercise Price
The exercise price
per ADS purchasable upon exercise of the warrants is $10.31 per ADS and is subject to adjustments for share splits, reclassifications,
subdivisions, and other similar transactions. In addition to the exercise price per ADS, the issuance fee of up to $0.05 per ADS
and other applicable charges and taxes are due and payable upon exercise. The exercise price and the number of ADS issuable upon
exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, share dividends, share
splits, share combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions
of assets, including cash, share or other property to our shareholders.
Purchase Rights, Fundamental
Transactions and Change of Control
.
If we sell or grant
any rights to purchase share, warrants or securities or other property to our shareholders on a pro rata basis, we will provide
the holders of warrants with the right to acquire, upon the same terms, the securities subject to such purchase rights as though
the warrant had been exercised immediately prior to the declaration of such rights. If we consummate any fundamental
transaction, as described in the warrants and generally including any consolidation or merger into another corporation, the consummation
of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or substantially
all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for other securities or
other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration
to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have
been entitled upon such consolidation, merger or other transaction.
Transferability
Subject to certain
transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with the appropriate
instruments of transfer. In addition, the holder (or permitted assignees under Rule 5110(g)(1)) of the placement agent warrants
may not sell, transfer, assign, pledge, or hypothecate the warrants or the securities underlying these warrants, nor may they
engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition
of the warrants or the underlying securities for a period of 180 days from the effective date or commencement of sales of the
public offering of the ordinary shares represented by the ADSs issuable upon exercise of the warrants.
Exchange Listing.
We do not plan on making
an application to list the warrants on The Nasdaq Capital Market, any national securities exchange or other nationally recognized
trading system.
Rights as a Shareholder
Except as otherwise
provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights to purchase
shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s
ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary
shares, including any voting rights, until they exercise their warrants.
PLAN
OF DISTRIBUTION
We
are registering the ordinary shares represented by ADSs issuable upon exercise of the investor warrants and placement agent warrants
issued in our September 2017 and January 2018 private placements to permit the resale of these ordinary shares represented by
ADSs by the holders of these warrants from time to time after the date of this prospectus. We will not receive any of the proceeds
from the sale by the selling shareholders of the ordinary shares represented by ADSs other than proceeds from the cash exercise
of the warrants and placement agent warrants. We will bear all fees and expenses incident to our obligation to register the ordinary
shares represented by ADSs.
The
selling shareholders may sell all or a portion of the ordinary shares represented by ADSs beneficially owned by them and offered
hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the ordinary shares represented
by ADSs are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts
or commissions or agent's commissions. The ordinary shares represented by ADSs may be sold in one or more transactions at fixed
prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated
prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling shareholders
may use any one or more of the following methods when selling shares:
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on
any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
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in
the over-the-counter market;
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in
transactions otherwise than on these exchanges or systems or in the over-the-counter market;
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through
the writing of options, whether such options are listed on an options exchange or otherwise;
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ordinary
brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block
trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block
as principal to facilitate the transaction;
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purchases
by a broker-dealer as principal and resale by the broker-dealer for its account;
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an
exchange distribution in accordance with the rules of the applicable exchange;
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privately
negotiated transactions;
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short
sales;
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sales
pursuant to Rule 144;
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broker-dealers
may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;
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a
combination of any such methods of sale; and
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any
other method permitted pursuant to applicable law.
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If
the selling shareholders effect such transactions by selling ordinary shares represented by ADSs to or through underwriters, broker-dealers
or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions
from the selling shareholders or commissions from purchasers of the ordinary shares represented by ADSs for whom they may act
as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers
or agents may be in excess of those customary in the types of transactions involved). In connection with sales of ordinary shares
represented by ADSs or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may
in turn engage in short sales of the ordinary shares represented by ADSs in the course of hedging in positions they assume. The
selling shareholders may also sell ordinary shares represented by ADSs short and deliver ordinary shares represented by ADSs covered
by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling
shareholders may also loan or pledge ordinary shares represented by ADSs to broker-dealers that in turn may sell such shares.
The
selling shareholders may pledge or grant a security interest in some or all of the warrants, placement agent warrants or ADSs
owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer
and sell the ordinary shares represented by ADSs from time to time pursuant to this prospectus or any amendment to this prospectus
under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list
of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this
prospectus. The selling shareholders also may transfer and donate the ordinary shares represented by ADSs in other circumstances
in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes
of this prospectus.
The
selling shareholders and any broker-dealer participating in the distribution of the ordinary shares represented by ADSs may be
deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the
time a particular offering of the ordinary shares represented by ADSs is made, a prospectus supplement, if required, will be distributed
which will set forth the aggregate amount of ordinary shares represented by ADSs being offered and the terms of the offering,
including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation
from the selling shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.
Under
the securities laws of some states ordinary shares represented by ADSs may be sold in such states only through registered or licensed
brokers or dealers. In addition, in some states ordinary shares represented by ADSs may not be sold unless such ordinary shares
have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is
complied with.
There
can be no assurance that any selling shareholder will sell any or all of the ordinary shares represented by ADSs registered pursuant
to the registration statement, of which this prospectus forms a part.
The
selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange
Act, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit
the timing of purchases and sales of any of the ordinary shares represented by ADSs by the selling shareholders and any other
participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the ordinary shares
represented by ADSs to engage in market-making activities with respect to the ordinary shares represented by ADSs. All of the
foregoing may affect the marketability of the ordinary shares represented by ADSs and the ability of any person or entity to engage
in market-making activities with respect to the ordinary shares represented by ADSs.
We
will pay all expenses of the registration of the ordinary shares represented by ADSs, estimated to be $60,000 in total, including,
without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or "blue
sky" laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if
any.
Once
sold under the registration statement, of which this prospectus forms a part, the ordinary shares represented by ADSs will be
freely tradable in the hands of persons other than our affiliates.
EXPERTS
The
consolidated financial statements of Cellect Biotechnology Ltd. and its subsidiaries as of December 31, 2016 and 2015 and for
each of the three years in the period ended December 31, 2016 incorporated by reference in this prospectus have been audited by
Kost, Forer, Gabbay & Kasierer, a member of Ernst &Young Global, an independent registered public accounting firm, as
set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt
about the Company’s ability to continue as a going concern as described in Note 1 b to the consolidated financial statements),
included therein, and incorporated herein by reference in reliance upon such report given on the authority of such firm as experts
in accounting and auditing.
LEGAL
MATTERS
McDermott
Will & Emery LLP, New York, New York, has passed upon certain legal matters regarding the securities offered hereby under
U.S. law, and Doron Tikotzky Kantor Gutman & Amit Gross, Bnei Brak, Israel, has passed upon certain legal matters regarding
the securities offered hereby under Israeli law. If the securities are distributed in an underwritten offering, certain legal
matters will be passed upon for the underwriters by counsel identified in the applicable prospectus supplement.
WHERE
YOU CAN FIND MORE INFORMATION
We
have filed with the SEC a registration statement on Form F-1, including amendments and relevant exhibits and schedules, under
the Securities Act covering the ordinary shares represented by ADSs to be sold in this offering. This prospectus, which constitutes
a part of the registration statement, summarizes material provisions of contracts and other documents that we refer to in the
prospectus. Since this prospectus does not contain all of the information contained in the registration statement, you should
read the registration statement and its exhibits and schedules for further information with respect to us and our ordinary shares
and the ADSs. You may review and copy the registration statement, reports and other information we file at the SEC’s public
reference room at 100 F Street, N.E., Washington, D.C. 20549. You may also request copies of these documents upon payment of a
duplicating fee by writing to the SEC. For further information on the public reference facility, please call the SEC at 1-800-SEC-0330.
Our SEC filings, including the registration statement, are also available to you on the SEC’s Web site at http://www.sec.gov.
In
addition, since our ordinary shares were traded on the TASE, in the past we filed Hebrew language periodic and immediate reports
with, and furnished information to, the TASE and the Israel Securities Authority, or the ISA, as required under Chapter Six of
the Israel Securities Law, 1968. Copies of our filings with the ISA can be retrieved electronically through the MAGNA distribution
site of the Israeli Securities Authority (www.magna.isa.gov.il) and the TASE website (maya.tase.co.il).
We
are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and
under those requirements we file reports with the SEC. Those other reports or other information may be inspected without charge
at the locations described above. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to
the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting
and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under
the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly
as United States companies whose securities are registered under the Exchange Act. However, we file with the SEC, within four
months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing
financial statements audited by an independent registered public accounting firm, and submit to the SEC, on Form 6-K, unaudited
quarterly financial information for the first three quarters of each fiscal year within 60 days after the end of each such quarter,
or such applicable time as required by the SEC.
INCORPORATION
BY REFERENCE
We
are allowed to incorporate by reference the information we file with the SEC, which means that we can disclose important information
to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus.
We incorporate by reference in this prospectus the documents listed below:
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(1)
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Our Annual Report on Form 20-F for the year ended December 31,
2016 filed with the SEC on March 23, 2017;
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(2)
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Our Form 6-Ks filed with the SEC on March 23, 2017, March
30, 2017, April 4, 2017, May 3, 2017, May 4, 2017, May 10, 2017, May 17, 2017, May 30, 2017, June 12, 2017, June 26, 2017,
June 26, 2017, August 1, 2017 August 21, 2017, September 5, 2017, September 8, 2017, October 19, 2017, October
25, 2017, November 2, 2017, November 22, 2017, November 28, 2017, December 14, 2017, January 4, 2018, January 16, 2018, January
29, 2018 and January 31, 2018 (in each case, to the extent expressly incorporated by reference into our Registration
Statement on Form S-8 (File No. 333-214817)); and
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(3)
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The description of our ADSs and ordinary shares contained in
our Form 8-A filed with the SEC on July 27, 2016 including any amendment or report filed for the purpose of updating such
description..
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The
information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with
the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus.
As
you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies
between the documents and this prospectus, you should rely on the statements made in the most recent document. All information
appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto,
contained in the documents incorporated by reference herein.
We
will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of these filings, at
no cost, upon written or oral request to us at the following address:
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Cellect
Biotechnology Ltd.
23
Hata’as Street
Kfar
Saba, Israel 44425
(972)
(9) 974-1444
Attention:
Investor Relations
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You
also may access the incorporated reports and other documents referenced above on our website at
www.cellect.com
. The
information contained on, or that can be accessed through, our website is not part of this prospectus.
You
should rely only on the information contained or incorporated by reference in this prospectus or a prospectus supplement. We
have not authorized any other person to provide you with different information. If anyone provides you with different
or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any
jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is
accurate only as of the date on the front cover of this prospectus, or such earlier date, that is indicated in this prospectus.
Our business, financial condition, results of operations and prospects may have changed since that date.
INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar
as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling
persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification
is against public policy as expressed in the Securities Act and is, therefore, unenforceable.
ENFORCEABILITY
OF CIVIL LIABILITIES
We
are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers and the
Israeli experts named in the registration statement of which this prospectus forms a part, substantially all of whom reside outside
of the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets
and substantially all of our directors and officers are located outside of the United States, any judgment obtained in the United
States against us or any of our directors and officers may not be collectible within the United States.
We
have been informed by our legal counsel in Israel, Doron Tikotzky Kantor Gutman & Amit Gross, that it may be difficult to
assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on
a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even
if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If
U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming
and costly process. Certain matters of procedure will also be governed by Israeli law.
Subject
to specified time limitations and legal procedures, Israeli courts may enforce a U.S. judgment in a civil matter which, subject
to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act
and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that among other things:
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the
judgment is obtained after due process before a court of competent jurisdiction, according
to the laws of the state in which the judgment is given and the rules of private international
law currently prevailing in Israel;
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the
judgment is final and is not subject to any right of appeal;
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the
prevailing law of the foreign state in which the judgment was rendered allows for the
enforcement of judgments of Israeli courts and the substance of the judgment is not contrary
to public policy; and
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the
judgment is executory in the state in which it was given.
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Even
if these conditions are met, an Israeli court will not declare a foreign civil judgment enforceable if:
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the
judgment was given in a state whose laws do not provide for the enforcement of judgments
of Israeli courts (subject to exceptional cases);
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the
judgment was obtained by fraud;
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the
possibility given to the defendant to bring its arguments and evidence before the court
was not reasonable in the opinion of the Israeli court;
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the
judgment was rendered by a court not competent to render it according to the laws of
private international law as they apply in Israel;
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the
judgment is contradictory to another judgment that was given in the same matter between
the same parties and that is still valid; or
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at
the time the action was brought in the foreign court, a lawsuit in the same matter and
between the same parties was pending before a court or tribunal in Israel.
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If
a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted
into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an
amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at
the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending
collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli
consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors
must bear the risk of unfavorable exchange rates.
PART
II
INFORMATION
NOT REQUIRED IN PROSPECTUS
Item
6. Indemnification of Directors, Officers and Employees
Under
the Companies Law, a company may not exculpate an office holder from liability for a breach of the duty of loyalty. An Israeli
company may exculpate an office holder in advance from liability to the company, in whole or in part, for damages caused to the
company as a result of a breach of duty of care but only if a provision authorizing such exculpation is included in its articles
of association. Our articles of association include such a provision. We may not exculpate in advance a director from liability
arising out of a prohibited dividend or distribution to shareholders.
Under
the Companies Law and the Israeli Securities Law, a company may indemnify an office holder in respect of the following liabilities
and expenses incurred for acts performed by him or her as an office holder, either pursuant to an undertaking made in advance
of an event or following an event, provided its articles of association include a provision authorizing such indemnification:
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financial
liability imposed on him or her in favor of another person pursuant to a judgment, including
a settlement or arbitrator’s award approved by a court. However, if an undertaking
to indemnify an office holder with respect to such liability is provided in advance,
then such an undertaking must be limited to events which, in the opinion of the board
of directors, can be foreseen based on the company’s activities when the undertaking
to indemnify is given, and to an amount or according to criteria determined by the board
of directors as reasonable under the circumstances, and such undertaking shall detail
the abovementioned foreseen events and amount or criteria;
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reasonable
litigation expenses, including attorneys’ fees, incurred by the office holder (1)
as a result of an investigation or proceeding instituted against him or her by an authority
authorized to conduct such investigation or proceeding, provided that (i) no indictment
was filed against such office holder as a result of such investigation or proceeding;
and (ii) no financial liability, such as a criminal penalty, was imposed upon him or
her as a substitute for the criminal proceeding as a result of such investigation or
proceeding or, if such financial liability was imposed, it was imposed with respect to
an offense that does not require proof of criminal intent; and (2) in connection with
a monetary sanction; and
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reasonable
litigation expenses, including attorneys’ fees, incurred by the office holder or
imposed by a court in proceedings instituted against him or her by the company, on its
behalf, or by a third party, or in connection with criminal proceedings in which the
office holder was acquitted, or as a result of a conviction for an offense that does
not require proof of criminal intent.
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Under
the Companies Law, a company may insure an office holder against the following liabilities incurred for acts performed by him
or her as an office holder if and to the extent provided in the company’s articles of association:
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a
breach of the duty of loyalty to the company, provided that the office holder acted in
good faith and had a reasonable basis to believe that the act would not harm the company;
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a
breach of duty of care to the company or to a third party, to the extent such a breach
arises out of the negligent conduct of the office holder; and
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a
financial liability imposed on the office holder in favor of a third party.
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Under
our articles of association, we may insure an office holder against the aforementioned liabilities as well as the following liabilities:
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a
breach of duty of care to the company or to a third party;
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any
other action which is permitted by law to insure an office holder against;
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expenses
incurred and/or paid by the office holder in connection with an administrative enforcement
procedure under any applicable law including the Efficiency of Enforcement Procedures
and the Israeli Securities Law, which we refer to as an Administrative Enforcement Procedure,
and including reasonable litigation expenses and attorney fees; and
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a
financial liability in favor or a victim of a felony pursuant to Section 52 of the Israeli
Securities Law.
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Under
the Companies Law, a company may not indemnify, exculpate or insure an office holder against any of the following:
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a
breach of the duty of loyalty, except for indemnification and insurance for a breach
of the duty of loyalty to the company to the extent that the office holder acted in good
faith and had a reasonable basis to believe that the act would not harm the company;
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a
breach of duty of care committed intentionally or recklessly, excluding a breach arising
out of the negligent conduct of the office holder;
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an
act or omission committed with intent to derive illegal personal benefit; or
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a
fine or forfeit levied against the office holder.
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Under
the Companies Law, exculpation, indemnification and insurance of office holders in a public company must be approved by the compensation
committee and the board of directors and, with respect to certain office holders or under certain circumstances, also by the shareholders.
Our
articles of association permit us to exculpate, indemnify and insure our office holders to the fullest extent permitted or to
be permitted by the Companies Law and the Israeli Securities Law, including expenses incurred and/or paid by the office holder
in connection with an Administrative Enforcement Procedure.
We
have entered into indemnification agreements with our office holders to exculpate, indemnify and insure our office holders to
the fullest extent permitted by our articles of association, the Companies Law and the Israeli Securities Law, including expenses
incurred and/or paid by the office holder in connection with an Administrative Enforcement Procedure. The indemnification thereunder
will be limited to events determined as foreseeable by the board of directors based on our activities, and to an amount or according
to criteria determined by the board of directors as reasonable under the circumstances.
The
maximum indemnification amount set forth in such agreements is limited to an amount which shall not exceed 25% of our net assets
based on our most recently audited or reviewed financial statements prior to actual payment of the indemnification amount. Such
maximum amount is in addition to any amount paid (if paid) under insurance and/or by a third-party pursuant to an indemnification
arrangement.
In
the opinion of the SEC, indemnification of directors and office holders for liabilities arising under the Securities Act, however,
is against public policy and therefore unenforceable.
We
have obtained directors’ and officers’ liability insurance for the benefit of our office holders and intend to continue
to maintain such coverage and pay all premiums thereunder to the fullest extent permitted by the Companies Law.
Item
7. Recent Sales of Unregistered Securities
Set forth below are
the sales of all unregistered securities of ours sold by us within the past three years (i.e., since February 5, 2015, up to the
date of this registration statement) which were not registered under the Securities Act:
On
April 20, 2015, we published a shelf offering under the shelf prospectus dated November 25, 2014, pursuant to which the public
was offered up to 4,500,000 shares and up to 4,500,000 options (Series 1), exercisable into 4,500,000 of our ordinary shares.
We exercised our right for an over-allotment not to exceed 15% of the total securities offered through the shelf offering, such
that in total, we issued 4,523,500 ordinary shares and 4,523,500 options (Series 1). The total gross proceeds we received in respect
of the securities offered to the public according to the shelf offering totaled NIS 6,604,000. In connection with the offering,
we granted 200,000 options (Series 1) exercisable for 200,000 ordinary shares to a broker at an exercise price of NIS 1.85 per
share.
During
June 2015, 341,073 options were exercised for 341,073 ordinary shares, in consideration for a total of NIS 104,000.
On
August 26, 2015, we granted to each of our directors, including the external directors, options exercisable for 72,000 ordinary
shares.
On
December 7, 2015, we granted 2,658,246 options to purchase 2,658,246 ordinary shares to Ronen Twito, our former Deputy Chief Executive
Officer and Chief Financial Officer. The options are exercisable at NIS 1.286 per share and expire on December 7, 2025.
On
February 18, 2016, the Company completed a private placement of 5,783,437 of our ordinary shares to 28 investors, in consideration
for NIS 8.0 million of which the issuance of 287,769 shares is subject to approval by our shareholders. As part of the private
placement, we granted 1,927,801 options (Series 2/16) exercisable for 1,927,801 ordinary shares, at an exercise price of NIS 2.1
($0.54) per share of which the issuance of 95,923 options which was approved by our shareholders.
On
March 31, 2016, we granted 600,000 options to purchase 600,000 of our ordinary shares to a consultant. The options are exercisable
at NIS 2.1 per share.
On
May 29, 2016, 4,000 warrants (Series 1) were exercised and as a result we issued 4,000 ordinary shares for a total exercise price
of NIS 7 thousand ($2 thousand).
On
May 31, 2016, we granted options to purchase 70,000 of our ordinary shares to an employee pursuant to the terms of our Employee
Stock Option Plan. The options are exercisable at NIS 1.68 per share and vest over a period of 36 month and expire on June 2026,
or 90 days following employee termination.
On
February 1, 2017, we entered into an agreement providing for the issuance of 15,000 ADSs to a consultant, payable in three tranches
of 5,000 ADSs each.
On
July 23, 2017, we issued 7,515 ADSs to a consultant.
On
September 11, 2017, we sold to certain accredited investors providing for the issuance of an aggregate of 531,136 ADSs in a registered
direct offering at $8.10 per ADS resulting in gross proceeds of approximately $4.3 million. In addition, we issued to the investors
unregistered warrants to purchase 265,568 ADSs in a private placement. The investor warrants may be exercised for a one year from
issuance and have an exercise price of $12.07 per ADS, subject to adjustment as set forth therein. The investor warrants may be
exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants. We
paid approximately $140,000 in placement agent fees and expenses and issued unregistered placement agent warrants to purchase
7,492 ADS on the same general terms as the investor warrants except they have an exercise price of $10.125 per ADS.
On February 5, 2018,
we sold to certain institutional investors providing for the issuance of an aggregate of 484,848 ADSs in a registered direct offering
at $8.25 per ADS resulting in gross proceeds of approximately $4.0 million. In addition, we issued to the investors unregistered
warrants to purchase 266,667 ADSs in a private placement. The investor warrants may be exercised at any time for a period of one
(1) year following the earlier of (i) the effectiveness date of the registration statement of which this prospectus forms a part,
and (ii) 6 months from the issuance date of those warrants. The investor warrants may be exercised for a one year from issuance
and have an exercise price of $12.00 per ADS, subject to adjustment as set forth therein. The investor warrants may be exercised
on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants. We paid approximately
$280,000 in placement agent fees and expenses and issued unregistered placement agent warrants to purchase 24,242 ADS on the same
general terms as the investor warrants except they have an exercise price of $10.31 per ADS.
Item
8. Exhibits and Financial Statement Schedules
(a)
Exhibits
See
Exhibit Index.
The
agreements included as exhibits to this registration statement contain representations and warranties by each of the parties to
the applicable agreement. These representations and warranties were made solely for the benefit of the other parties to the applicable
agreement and (i) were not intended to be treated as categorical statements of fact, but rather as a way of allocating the risk
to one of the parties if those statements prove to be inaccurate; (ii) may have been qualified in such agreement by disclosures
that were made to the other party in connection with the negotiation of the applicable agreement; (iii) may apply contract standards
of “materiality” that are different from “materiality” under the applicable securities laws; and (iv)
were made only as of the date of the applicable agreement or such other date or dates as may be specified in the agreement.
The
Registrant acknowledges that, notwithstanding the inclusion of the foregoing cautionary statements, the registrant is responsible
for considering whether additional specific disclosures of material information regarding material contractual provisions are
required to make the statements in this registration statement not misleading.
(b)
Financial
Statement Schedules
All
schedules have been omitted because either they are not required, are not applicable or the information is otherwise set forth
in the consolidated financial statements and related notes thereto.
Item
9. Undertakings
(a)
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The
undersigned Registrant hereby undertakes:
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(1)
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To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
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i.
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To
include any prospectus required by section 10(a)(3) of the Securities Act of 1933;
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ii.
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To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most
recent post- effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information
set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low
or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant
to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate
offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement;
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iii.
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To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
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(2)
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That
for the purpose of determining any liability under the Securities Act of 1933, each post-effective amendment that contains
a form of prospectus shall be deemed to be a new registration statement relating to the securities offered therein, and this
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
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(3)
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To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold
at the termination of the offering.
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(4)
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To
file a post-effective amendment to the registration statement to include any financial statements required by Item 8.A. of
Form 20-F at the start of any delayed offering or throughout a continuous offering. Financial statements and information otherwise
required by Section 10(a)(3) of the Act need not be furnished, provided that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant to this paragraph (a)(4) and other information
necessary to ensure that all other information in the prospectus is at least as current as the date of those financial statements.
Notwithstanding the foregoing, with respect to registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section 10(a)(3) of the Act or Rule 3-19 of this chapter
if such financial statements and information are contained in periodic reports filed with or furnished to the Commission by
the registrant pursuant to section 13 or section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference
in the Form F-3.
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(5)
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That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i)
If the registrant is relying on Rule 430B:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the
registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of
providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in
the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date
of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability
purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date
of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the
offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that
no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated
or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will,
as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such effective date; or
(ii)
If the registrant is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of
a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses
filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first
used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the
registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first
use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration
statement or made in any such document immediately prior to such date of first use.
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(6)
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That
for purposes of determining any liability under the Securities Act of 1933, the information omitted from the form of prospectus
filed as part of this registration statement in reliance upon Rule 430A and contained in a form of prospectus filed by
the Registrant pursuant to Rule 424(b)(1) or (4), or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
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(b)
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Insofar
as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described in Item 6 hereof, or otherwise, the Registrant has been advised
that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered,
the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Act and will be governed by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements
of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form F-1 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Kfar Saba, State of Israel on this 6th day of February 2018.
|
CELLECT
BIOTECHNOLOGY LTD.
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|
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By:
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/s/ Shai
Yarkoni
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Dr.
Shai Yarkoni
|
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Chief
Executive Officer
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Pursuant
to the requirements of the Securities Act of 1933, this registration statement has been signed below by the following persons
in the capacities and on the dates indicated:
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/
Dr. Shai Yarkoni
|
|
Chief
Executive Officer and Director
|
|
February
6, 2018
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Dr.
Shai Yarkoni
|
|
(principal
executive officer)
|
|
|
|
|
|
|
|
/s/
Eyal Leibovitz
|
|
Chief
Financial Officer
|
|
February
6, 2018
|
Eyal
Leibovitz
|
|
(principal
financial officer and principal accounting officer)
|
|
|
|
|
|
|
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*
|
|
Chairman
of the Board
|
|
February
6, 2018
|
Kasbian
Nuriel Chirich
|
|
|
|
|
|
|
|
|
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*
|
|
Director
|
|
February
6, 2018
|
Abraham
Nahmias
|
|
|
|
|
|
|
|
|
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*
|
|
Director
|
|
February
6, 2018
|
Dr.
Ruth Ben Yakar
|
|
|
|
|
|
|
|
|
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*
|
|
Director
|
|
February
6, 2018
|
Yuval
Berman
|
|
|
|
|
|
|
|
|
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*
|
|
Director
|
|
February
6, 2018
|
Michael
Berelowitz
|
|
|
|
|
|
|
|
|
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*
|
|
Director
|
|
February
6, 2018
|
David
Braun
|
|
|
|
|
|
|
|
|
|
*
|
|
Director
|
|
February
6, 2018
|
Ruhama
Avraham
|
|
|
|
|
*By:
|
/s/
Eyal Leibovitz
|
|
|
Eyal Leibovitz
Attorney in Fact
|
|
AUTHORIZED
REPRESENTATIVE
Pursuant
to the Securities Act of 1933, as amended, the undersigned, the duly authorized representative in the United States of Cellect
Biotechnology Ltd. has signed this registration statement in the city of Monsey, the State of New York, on February 6, 2018.
|
Vcorp
Services, LLC
|
|
|
|
|
By:
|
/s/
Isaac Muller
|
|
|
Name:
Isaac Muller
|
|
|
Title:
Authorized Representative
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EXHIBIT INDEX
Exhibit No.
|
|
Description
|
|
|
|
3.1
|
|
Articles
of Association of Cellect Biotechnology Ltd. (unofficial English translation from Hebrew
original) (1)
|
|
|
|
3.2
|
|
Certificate
of Name Change of Cellect Biotechnology Ltd. (unofficial English translation from Hebrew
original) (3)
|
|
|
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4.1
|
|
Form
of Deposit Agreement, by and among Cellect Biotechnology Ltd., The Bank of New York Mellon
and the Owners and Holders of American Depositary Shares (4)
|
|
|
|
4.2
|
|
Specimen
American Depositary Receipt (included in Exhibit 4.1).
|
|
|
|
4.3
|
|
Form
of Warrant Agent Agreement (4)
|
|
|
|
4.4
|
|
Form
of Representative’s Warrant (4)
|
|
|
|
4.5
|
|
Form
of Investor Warrant issued by Cellect Biotechnology Ltd. in the September 2017 Financing (5)
|
|
|
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4.6
|
|
Form
of Placement Agent Warrant issued by Cellect Biotechnology Ltd. in the September 2017 Financing **
|
|
|
|
4.7
|
|
Form
of Investor Warrant issued by Cellect Biotechnology Ltd. in the January 2018 Financing (6)
|
|
|
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4.8
|
|
Form
of Placement Agent Warrant issued by Cellect Biotechnology Ltd. in the January 2018 Financing
*
|
|
|
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5.1
|
|
Opinion
of Doron, Tikotzky, Kantor, Gutman & Amit Gross., Israeli counsel to the Registrant*
|
|
|
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10.1
|
|
Founders
Agreement dated June 1, 2011 between Kasbian Nuriel Chirich, Dr. Shai Yarkoni, and Dr. Nadir Askenasy (1)
|
|
|
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10.2
|
|
Chairman
of the Board Agreement dated April 30, 2013 between Cellect Biotechnology Ltd. and Kasbian Nuriel Chirich (unofficial English
translation from Hebrew original) (1)
|
|
|
|
10.3
|
|
Employment
Agreement dated April 30, 2013 between Cellect Biotechnology Ltd. and Dr. Shai Yarkoni (unofficial English translation from
Hebrew original) (1)
|
|
|
|
10.4
|
|
Consulting
Agreement dated April 30, 2013 between Cellect Biotechnology Ltd. and Dr. Nadir Askenasy (unofficial English translation from
Hebrew original) (1)
|
|
|
|
10.5
|
|
Cellect
Biotechnology Ltd. 2014 Global Incentive Option Scheme (1)
|
|
|
|
10.6
|
|
Joint
Product Development Agreement dated June 17, 2015 between Cellect Biotechnology Ltd. and Entegris Inc (1)
|
|
|
|
10.7
|
|
Amendment
to Dr. Shai Yarkoni Employment Agreement dated July 24, 2016 between Cellect Biotherapeutics Ltd. and Dr. Shai Yarkoni (unofficial
English translation from Hebrew original) (3)
|
|
|
|
10.8
|
|
Amendment
to Kasbian Nuriel Chirich Employment Agreement dated July 24, 2016 between Cellect Biotherapeutics Ltd. and Kasbian Nuriel
Chirich (unofficial English translation from Hebrew original) (3)
|
|
|
|
10.9
|
|
Form
of Underwriting Agreement between Cellect Biotechnology Ltd. and H.C. Wainwright & Co. LLC, as representative
to the several underwriters named therein (2)
|
|
|
|
10.10
|
|
Form
of Securities Purchase Agreement (5)
|
|
|
|
21.1
|
|
Subsidiaries
of Cellect Biotechnology Ltd. (1)
|
|
|
|
23.1
|
|
Consent of Kost Forer Gabbay & Kasierer*
|
|
|
|
23.2
|
|
Consent
of Doron, Tikotzky, Kantor, Gutman & Amit Gross (included in Exhibit 5.1)*
|
|
|
|
24.1
|
|
Power
of Attorney (included in signature page)**
|
(1)
|
Incorporated
herein by reference to the Registration Statement on Form F-1 filed with the SEC on July 7, 2016.
|
(2)
|
Incorporated
herein by reference to the Registration Statement on Form F-1 filed with the SEC on July 22, 2016.
|
|
|
(3)
|
Incorporated
herein by reference to the Registration Statement on Form F-1 filed with the SEC on July 25, 2016.
|
|
|
(4)
|
Incorporated
herein by reference to the Registration Statement on Form F-1 filed with the SEC on July 26, 2016.
|
|
|
(5)
|
Incorporated
herein by reference to the Current Report on Form 6-K filed with the SEC on September 8, 2017.
|
|
|
(6)
|
Incorporated herein by reference to the Current Report on Form
6-K filed with the SEC on January 31, 2018.
|
II-8
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