Securities Registration: Employee Benefit Plan (s-8)
August 17 2017 - 4:33PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission on August
17, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION
STATEMENT
UNDER
THE SECURITIES ACT OF
1933
CELLECT BIOTECHNOLOGY
LTD.
(Exact name of registrant as specified
in its charter)
State of Israel
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Not applicable
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification No.)
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23 Hata’as Street,
Kfar Saba, Israel 44425
(Address of Principal Executive Offices)
Cellect Biotechnology Ltd. 2014
Global Incentive Option Scheme
(Full title of the plan)
Vcorp Services, LLC
25 Robert Pitt Drive, Suite
204
Monsey, New York
10952 (888) 528-2677
(Name, Address and Telephone Number
of Agent For Service)
Copies of all communications,
including communications sent to agent for service, should be sent to:
Ronen Kantor, Esq.
Giora Gutman, Esq.
Doron Tikotzky Kantor Gutman Cederboum
& Co.
B.S.R. 4 Tower, 33 Floor
7 Metsada Street,
Bnei Brak 5126112
Israel
Tel: (+972) (3) 613-3371
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Gary Emmanuel, Esq.
Mark Selinger, Esq.
McDermott Will & Emery LLP
340 Madison Avenue
New York, NY 10173
Tel: (212) 547-5400
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Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large
accelerated filer ☐
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Accelerated filer
☐
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Non-accelerated
filer
☐
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Smaller
reporting company
☐
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(Do not check if a smaller reporting company)
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Emerging growth
company
☒
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If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the registrant
has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided
pursuant to Section 7(a)(2)(B) of the Securities Act.
☒
CALCULATION OF REGISTRATION FEE
Title of Securities to be Registered
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Amount to be Registered
(1)
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Proposed maximum offering price per share
(2)
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Proposed maximum aggregate offering price
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Amount of registration fee
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Ordinary Shares
(3)
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3,150,385
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$
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0.33
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$
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1,039,628
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$
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120.49
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(4)
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Ordinary Shares
(3)
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40,500
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$
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0.46
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$
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18,630
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$
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2.16
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(4)
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Ordinary Shares
(3)
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27,000
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$
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0.24
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$
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6,480
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$
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0.75
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(4)
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Ordinary Shares
(3)
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990,086
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$
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0.32
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$
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316,828
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$
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36.72
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(5)
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Total
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4,207,971
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$
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1,381,566
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$
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160.12
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(1)
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Pursuant to Rule 416 under the Securities Act of 1933,
as amended, this Registration Statement also covers an indeterminate number of additional securities which may be offered and
issued to prevent dilution resulting from stock splits, stock dividends, recapitalizations or similar transactions.
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(2)
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When initially set in New Israeli Shekels (“NIS”),
the amount is translated (solely for the purpose of calculating the registration fee) using the rate of NIS 3.586 to US$1.00,
the representative rate of exchange as of August 11, 2017 as published by the Bank of Israel.
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(3)
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American Depository Shares (“ADSs”), evidenced
by American Depository Receipts (“ADRs”), issuable upon deposit of Ordinary Shares, no par value, of Cellect Biotechnology
Ltd., are registered on a separate registration statement on Form F-6 (File No. 333-212698). Each ADS represents twenty (20) Ordinary
Shares.
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(4)
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Computed in accordance with Rule 457(h) promulgated under
the Securities Act based on the exercise price of the options underlying the Ordinary Shares.
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(5)
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The fee is based on the number of Ordinary Shares which
may be issued under the plan this registration statement relates to and is estimated in accordance with paragraphs (c) and (h)
of Rule 457 under the Securities Act solely for the purpose of calculating the registration fee based upon the average of the
high and low sales price of an American Depository Share as reported on the Nasdaq Capital Market on August 14, 2017.
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EXPLANATORY NOTE
The
purpose of this Registration Statement is to register 4,207,971 additional Ordinary Shares to be reserved for issuance under the
Registrant’s 2014 Global Incentive Option Scheme. The Ordinary Shares registered hereunder are in addition to 8,163,000 Ordinary
Shares previously registered on the Company's Form S-8 filed on November 28, 2016 (Commission File No. 333-214817) (the “Prior
Registration Statement”). This Registration Statement is submitted in accordance with General Instruction E to Form S-8 regarding
Registration of Additional Securities. Pursuant to Instruction E, the contents of the Prior Registration Statement is incorporated
by reference and made part of this Registration Statement, except as amended hereby.
PART I
INFORMATION REQUIRED IN THE SECTION
10(a) PROSPECTUS
The
documents containing the information required in Part I of this Registration Statement have been or will be sent or given to participating
employees as specified in Rule 428(b)(1) under the Securities Act of 1933, as amended (the “Securities Act”), in accordance
with the rules and regulations of the United States Securities and Exchange Commission (the “Commission”). Such documents
are not being filed with the Commission either as part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the
requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED
IN THE REGISTRATION STATEMENT
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Item 3.
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Incorporation of Documents by Reference.
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The
following additional documents, which have been filed by the Registrant with the Commission are incorporated by reference in and
made a part of this registration statement, as of their respective dates:
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(a)
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The Registrant’s Annual Report on Form 20-F for
the year ended December 31, 2016 filed with the Commission on March 23, 2017;
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(b)
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The Registrant’s reports of foreign private issuer on Form 6-K furnished with the
Commission on January 30, 2017, February 6, 2017, February 8, 2017, February 14, 2017, February 17, 2017, February 21, 2017,
March 2, 2017, March 13, 2017, March 16, 2017, March 22, 2017, 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 and August
1, 2017 (in
each case, to the
extent expressly
incorporated by reference into the
Company’s Registration Statement on Form S-8 (File No. 333-214817));
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(c)
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The description of the Registrant’s American Depositary
Shares contained in Item 1 of the Registration Statement on Form 8-A (File No. 001-37846) filed with the Commission on July 27,
2016.
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In
addition to the foregoing, all documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of
the Securities Exchange Act of 1934, as amended, and all reports on Form 6-K subsequently filed
by the Registrant which state that they are incorporated by reference herein, prior to the filing of a post- effective amendment
which indicates that all securities offered hereunder have been sold or which deregisters all securities then remaining unsold,
shall be deemed to be incorporated by reference herein and to be part hereof from the date of filing of such documents and reports.
Any
statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified
or superseded for purposes of this registration statement to the extent that a statement herein, or in any subsequently filed document
which also is or is deemed to be incorporated by reference, modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to constitute a part of this registration statement.
Item 8. Exhibits.
Reference
is made to the Exhibit Index on the page immediately preceding the exhibits for a list of exhibits filed as part of this Registration
Statement, which Exhibit Index is incorporated herein by reference.
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 S-8 and has duly caused this Registration Statement on Form S-8 to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Kfar Saba, State of Israel, on the 17
th
day of August, 2017.
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CELLECT BIOTECHNOLOGY LTD.
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By:
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/s/ Shai Yarkoni
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Name: Dr. Shai Yarkoni
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Title: Chief Executive Officer
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POWER OF ATTORNEY AND SIGNATURES
We, the
undersigned officers and directors of Cellect Biotechnology Ltd., hereby severally constitute and appoint Dr. Shai Yarkoni and
Eyal Leibovitz, and each of them individually, our true and lawful attorney to sign for us and in our names in the capacities indicated
below any and all amendments or supplements, including any post-effective amendments, to this registration statement on Form S-8
and to file the same, with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission,
granting unto said attorney full power and authority to do and perform each and every act and thing requisite or necessary to be
done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming
our signatures to said amendments to this registration statement signed by our said attorney and all else that said attorney may
lawfully do and cause to be done by virtue hereof.
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
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Title
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Date
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/s/ Shai Yarkoni
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Chief Executive Officer and Director
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Dr. Shai Yarkoni
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(principal executive officer)
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August 17, 2017
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/s/ Eyal Leibovitz
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Chief Financial Officer
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Eyal Leibovitz
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(principal financial officer and principal accounting officer)
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August 17, 2017
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/s/ Kasbian Nuriel Chirich
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Chairman of the Board
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Kasbian Nuriel Chirich
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August 17, 2017
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/s/ Abraham Nahmias
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Director
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Abraham Nahmias
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August 17, 2017
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/s/ Ruth Ben Yakar
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Director
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Dr. Ruth Ben Yakar
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August 17, 2017
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/s/ Yuval Berman
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Director
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Yuval Berman
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August 17, 2017
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/s/ David Grossman
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Director
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David Grossman
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August 17, 2017
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/s/ Michael Berelowitz
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Director
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Michael Berelowitz
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August 17, 2017
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SIGNATURE OF AUTHORIZED REPRESENTATIVE IN THE
UNITED STATES
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 August 17, 2017.
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VCORP SERVICES, LLC
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By:
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/s/ Isaac Muller
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Name: Isaac Muller
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Title: Authorized Representative
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EXHIBIT INDEX
(1)
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Previously filed as Exhibit 3.1 to the Registrant’s registration statement on Form F-1 filed on July 7, 2016, and incorporated herein by reference.
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(2)
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Previously filed as Exhibit 3.2 to the Registrant’s registration statement on Form F-1 filed on July 25, 2016, and incorporated herein by reference.
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(3)
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Previously filed as Exhibit 4.1 to the Registrant’s registration statement on Form F-1 filed on July 26, 2016, and incorporated herein by reference.
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(4)
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Previously filed as Exhibit 10.6 to the Registrant’s registration statement on Form F-1 filed on July 7, 2016, and incorporated herein by reference.
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