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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): January 10,
2022 (January
5, 2022)
PLURISTEM THERAPEUTICS INC.
(Exact Name of Registrant as Specified in Its Charter)
Nevada |
|
001-31392 |
|
98-0351734 |
(State or Other Jurisdiction
of Incorporation) |
|
(Commission File Number) |
|
(IRS Employer
Identification No.) |
MATAM Advanced Technology Park |
|
|
Building No. 5 |
|
|
Haifa,
Israel |
|
3508409 |
(Address of Principal Executive
Offices) |
|
(Zip Code) |
011 972
74 710 7171
(Registrant’s telephone number, including area code)
Not applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is
intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
☐ |
Written communications pursuant
to Rule 425 under the Securities Act (17 CFR
230.425) |
☐ |
Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12) |
☐ |
Pre-commencement communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b)) |
☐ |
Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
Title of each
class |
|
Trading Symbol(s) |
|
Name of each exchange on which
registered |
Common Stock, par value $0.00001 per share |
|
PSTI |
|
The
Nasdaq Global Market |
Indicate by check mark whether the registrant is an emerging growth
company as defined in as defined in Rule 405 of the Securities Act
of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
☐
If an emerging growth company, 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 13(a) of the Exchange Act.
☐
Item 1.01. Entry into a Material Definitive Agreement.
On January 5, 2022, Pluristem Therapeutics, Inc., or the Company,
through its subsidiary Pluristem Ltd., or the Subsidiary, and Tnuva
Food Industries – Agricultural Cooperative in Israel Ltd., through
its fully owned subsidiary, Tnuva Food-Tech Incubator (2019),
Limited Partnership, or Tnuva, entered into certain agreements
relating to the establishment and operation of a joint venture
company, Plurinuva Ltd. (which name may be changed from time to
time), an Israeli company, or NewCo, with the purpose of developing
cultured meat products of all types and kinds. NewCo is intended to
be engaged in the development, manufacturing and commercialization
of technology, know-how and products that will be based on licensed
products relating to the field, or the Field, of cultured meat, or
the Licensed Products.
The consummation of the transactions contemplated above is subject
to the fulfillment of customary conditions precedent, including
without limitation, the approval of the Israeli Innovation
Authority.
In furtherance of the joint venture, Tnuva entered into a Share
Purchase Agreement, or SPA, with NewCo and the Subsidiary, pursuant
to which NewCo shall issue, on the closing date of the SPA, or the
Closing Date, 187,500 of its ordinary shares to Tnuva, constituting
15.79% of its share capital as of the Closing Date, as well as a
warrant, in consideration of an aggregate of $7,500,000 in cash.
The warrant, or the First Warrant, to be issued to Tnuva, permits
Tnuva to purchase up to 125,000 ordinary shares of NewCo at an
exercise price of $40.00 per share, and has a term commencing on
the Closing Date and ending at the earlier of (i) six (6) months
from the Closing Date, (ii) immediately prior to and subject to the
consummation of an initial public offering or acquisition of NewCo
or (iii) the consummation of a financing round with a
non-affiliated investor. In addition, on the six (6) months
anniversary of the Closing Date, and provided that the First
Warrant has not expired, NewCo shall issue to Tnuva a second
warrant, or the Second Warrant, which will permit Tnuva to purchase
up to a number of ordinary shares, or the then most senior
securities issued by NewCo, of NewCo, in consideration for such
amount equal to 200% of the remaining balance of the aggregate
purchase price of the First Warrant, or the Aggregate Exercise
Price, provided that Tnuva exercises at least 62,500 ordinary
shares at a price per share of $40.00, or $2,500,000 in the
aggregate, of the First Warrant. The Second Warrant’s exercise
price per share equals $76.00. The Second Warrant has a term
commencing on the six (6) months anniversary of the Closing Date
and ending at the earlier of (i) six (6) months from its issuance,
(ii) immediately prior to and subject to the consummation of an
initial public offering or acquisition of NewCo or (iii) the
consummation of a financing round with a non-affiliated investor.
In addition, pursuant to the SPA, in the event the Company decides
to use its technology for the development of cultured milk or fish
products, Tnuva shall also have the right, for a period of seven
(7) years following the Closing Date, to participate in the
formation of additional separate joint ventures for the development
of those products.
Prior to the Closing Date, the Subsidiary and NewCo shall execute a
Technology License Agreement, or the License Agreement, and at the
Closing, the Subsidiary and NewCo shall execute a Transitional
Services Agreement, or the Services Agreement. Pursuant to the
License Agreement, the Subsidiary shall grant NewCo an exclusive,
royalty bearing, perpetual and irrevocable, worldwide,
non-transferable (except under specific circumstances specified
thereunder), sublicensable license to its technology for the use in
the development of the Licensed Products. In addition, NewCo shall
grant the Subsidiary, pursuant to the License Agreement, an
exclusive, perpetual and irrevocable, worldwide, sublicensable,
royalty-free, license to use, make, exploit and develop the
improvements made by NewCo to the licensed technology outside of
the Field. In consideration for the license, NewCo agreed to grant
the Subsidiary royalties in the mid-single digits. Pursuant to the
terms of the Services Agreement, the Subsidiary shall provide NewCo
transitional services to support its commercial efforts on a cost
basis, for an initial term of eighteen (18) months, subject to
mutual extension for an additional six (6) months.
Pursuant to the SPA, Tnuva and NewCo agreed to enter into a
Commercialization Agreement within twelve (12) months pursuant to
which Tnuva shall be granted exclusive marketing, distribution and
sale rights of the Licensed Products in Israel. Tnuva’s exclusivity
in the region will be subject to achieving and maintaining specific
milestones. NewCo shall retain exclusive worldwide marketing,
distribution, and sale rights for the Licensed Products worldwide,
except in Israel.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
|
PLURISTEM
THERAPEUTICS INC. |
|
|
Date: January
10, 2022 |
By: |
/s/ Chen Franco-Yehuda |
|
Name: |
Chen Franco-Yehuda |
|
Title: |
Chief Financial
Officer |
2
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