Report of Foreign Issuer (6-k)
08 September 2017 - 8:07PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16 UNDER
THE SECURITIES EXCHANGE ACT OF 1934
For the month of September 2017
Commission File Number 001-37846
CELLECT BIOTECHNOLOGY LTD.
(Translation of registrant’s name into
English)
23 Hata’as Street
Kfar Saba, Israel 44425
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover of Form 20-F or Form 40-F.
Form
20-F
x
Form
40-F
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(1):
¨
Indicate
by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulations S-T Rule 101(b)(7):
¨
This
Form 6-K of the Registrant is incorporated by reference into the registrant’s Registration Statements
on Form
S-8 (Registration No. 333-214817 and 333-220015) and on Form F-3 (Registration No. 333-219614 and 333-212432).
On September 7, 2017, Cellect
Biotechnology Ltd. (the “Company”) entered into Securities Purchase Agreements (the “Purchase Agreements”)
with certain accredited investors providing for the issuance of an aggregate of 531,136 American Depositary Shares (the “ADSs”)
in a registered direct offering at a purchase price of $8.10 per ADS for aggregate gross proceeds of approximately $4.3 million.
The offering is expected to close on or about September 11, 2017, subject to the satisfaction of customary closing conditions.
In addition, under
the Purchase Agreements, the investors will receive unregistered warrants to purchase an aggregate of 265,568 ADSs. The
warrants may be exercised immediately for a period of twelve months from the date of issuance at an exercise price of
$12.07 per ADS, subject to adjustment as set forth therein. The warrants may be exercised on a cashless basis if there is no effective registration statement registering the ADSs underlying the warrants.
The Purchase Agreement
also contains representations, warranties, indemnification and other provisions customary for transactions of this nature.
The Company also entered
into a letter agreement (the “Placement Agent Agreement”) with H.C. Wainwright & Co., LLC (the “Placement
Agent”), dated September 6, 2017, pursuant to which the Placement Agent agreed to serve as the placement agent for the Company
in connection with the offering. The Company agreed to pay the Placement Agent a cash placement fee equal to 7% of the aggregate
purchase price for the ADSs placed by the placement agent, plus a non-accountable expense allowance of $15,000 and up to $30,000
for certain expenses. The Placement Agent will also receive compensation warrants on substantially the same terms as the
investors in the offering, except the exercise price shall be $10.125 per ADS, in an amount equal to 5% of the aggregate number
of ADSs sold in the offering that are placed by the placement agent.
The ADSs to be issued in
the registered direct offering will be issued pursuant to a prospectus supplement dated as of September 7, 2017 which will be filed
with the Securities and Exchange Commission (the “SEC”), in connection with a takedown from the Company’s shelf
registration statement on Form F-3 (File No. 333-219614) (the “Registration Statement”), which became effective on
August 17, 2017, and the base prospectus dated as of August 17, 2017 contained in such Registration Statement. This Report shall
not constitute an offer to sell or the solicitation to buy nor shall there be any sale of the ADSs or warrants in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
The warrants and the ADSs
underlying the warrants are being offered and sold pursuant to an exemption from the registration requirements under Section 4(a)(2)
of the Securities Act of 1933, as amended (the “Securities Act”) and Rule 506 of Regulation D and/or Regulation S promulgated
thereunder. The investors have represented that they are accredited investors, as that term is defined in Regulation D and have
acquired the warrants and the ADSs underlying the warrants as principals for their own account and have no arrangements or understandings
for any distribution thereof. The offer and sale of the foregoing securities is being made without any form of general solicitation
or advertising. The warrants and the ADSs underlying the warrants have not been registered under the Securities Act of 1933 or
applicable state securities laws. Accordingly, the warrants and underlying ADSs may not be offered or sold in the United States
except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities
Act and such applicable state securities laws.
The foregoing summaries
of the terms of the Purchase Agreements and warrants are subject to, and qualified in their entirety by such documents attached
hereto as Exhibits 10.1 and 10.2 respectively, and are incorporated herein by reference. The Purchase Agreements contain representations
and warranties that the parties made to, and solely for the benefit of, the others, except as expressly set forth in the Purchase
Agreements, in the context of all of the terms and conditions of that agreement and in the context of the specific relationship
between the parties. The provisions of such documents, including the representations and warranties contained therein, are not
for the benefit of any party other than the parties to such agreements, or as expressly set forth in the Purchase Agreements, and
are not intended as documents for investors and the public to obtain factual information about the current state of affairs of
the parties to those documents and agreements. Rather, investors and the public should look to other disclosures contained in the
Company’s filings with the SEC.
A copy of the opinion of
Doron Tikotzky Kantor Gutman Cederboum & Co. relating to the legality of the issuance and sale of the ordinary shares underlying
the ADSs is attached as Exhibit 5.1 hereto.
2
Warning Concerning Forward
Looking Statements
This Report of Foreign
Private Issuer on Form 6-K contains statements which constitute forward looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995 and other securities laws. These forward looking statements are based upon the Company’s present
intent, beliefs or expectations, but forward looking statements are not guaranteed to occur and may not occur for various reasons,
including some reasons which are beyond the Company’s control. For example, this Report states that the Offering is expected
to close on or about September 11, 2017. In fact, the closing of the Offering is subject to various conditions and contingencies
as are customary in securities purchase agreements in the United States. If these conditions are not satisfied or the specified
contingencies do not occur, this Offering may not close. For this reason, among others, you should not place undue reliance upon
the Company’s forward looking statements. Except as required by law, the Company undertakes no obligation to revise or update
any forward looking statements in order to reflect any event or circumstance that may arise after the date of this Report.
Exhibit Index
3
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,
thereunto duly authorized.
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Cellect Biotechnology Ltd.
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Date: September 8, 2017
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By:
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/s/ Eyal Leibovitz
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Name: Eyal Leibovitz
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Title: Chief Financial Officer
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