Full Press Release Details
Announces Pricing of $6.5 Million Public Offering
Aviv, Israel, February 8, 2019 (GLOBE NEWSWIRE) -- Cellect Biotechnology Ltd. (Nasdaq: APOP), a developer of a novel stem cell
production technology, today announced the pricing of an underwritten public offering of 1,889,000 units, with each unit consisting
of one American Depositary Share (ADS) and a warrant to purchase one ADS as well as 2,444,800 pre-funded units, with each pre-funded
unit consisting of a pre-funded warrant to purchase one ADS and a warrant to purchase one ADS.
unit will be sold at $1.50 per unit and each pre-funded unit will be sold at $1.49 per pre-funded unit. The pre-funded warrants
will be exercisable at any time after the date of issuance upon payment of the exercise price of $0.01 per ADS. The warrants will
have a term of five years, be exercisable immediately and have an exercise price of $1.50 per ADS. The ADSs or the pre-funded
warrants and the accompanying warrants included in the units or pre-funded units can only be purchased together in this offering,
but will be issued separately and will be immediately separable upon issuance. Cellect has granted the underwriters a 45-day option
to purchase an additional 650,070 ADSs and/or additional warrants to purchase 650,070 ADSs.
Global Partners is acting as the sole book-running manager for the offering.
Securities Corporation and Dawson James Securities, Inc. are acting as co-managers for the offering.
offering is expected to close on or about February 12, 2019, subject to customary closing conditions.
intends to use the net proceeds from the offering for working capital and general corporate purposes, including research and development,
clinical trials and general and administrative expenses.
registration statement on Form F-1 (333-229083) relating to the public offering of the securities described above was filed with
the Securities and Exchange Commission ("SEC") and was declared effective on February 7, 2019. The offering is being
made only by means of a prospectus forming part of the effective registration statement. A preliminary prospectus relating to
and describing the terms of the offering has been filed with the SEC, and a final prospectus relating to the offering will be
filed with the SEC. Copies of the preliminary prospectus and, when available, copies of the final prospectus may be obtained for
free by visiting the SEC's website at www.sec.gov or by contacting A.G.P./Alliance Global Partners, 590 Madison Avenue,
36th Floor, New York, NY 10022 or via telephone at 212-624-2006 or email: prospectus@allianceg.com.
press release shall not constitute an offer to sell or a solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of any such state or jurisdiction.
About Cellect Biotechnology
Cellect Biotechnology (NASDAQ:
APOP) has developed a breakthrough technology, for the selection of stem cells from any given tissue, that aims to improve a variety
of stem cell-based therapies.
The Company's technology
is expected to provide researchers, clinical community and pharma companies with the tools to rapidly isolate stem cells in quantity
and quality allowing stem cell-based treatments and procedures in a wide variety of applications in regenerative medicine. The
Company's current clinical trial is aimed at bone marrow transplantations in cancer treatment.
Forward Looking Statements
This press release contains
forward-looking statements about the Company's expectations, beliefs and intentions. Forward-looking statements can be identified
by the use of forward-looking words such as "believe", "expect", "intend", "plan", "may", "should", "could", "might", "seek",
"target", "will", "project", "forecast", "continue" or "anticipate" 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. For example, forward-looking statements
include statements regarding the offering, the expected timing of the closing of the offering and planned use of the net proceeds
from the offering. These forward-looking statements and their implications are based on the current expectations of the management
of the Company only and are subject to a number of factors and uncertainties that could cause actual results to differ materially
from those described in the forward-looking statements. In addition, historical results or conclusions from scientific research
and clinical studies do not guarantee that future results would suggest similar conclusions or that historical results referred
to herein would be interpreted similarly in light of additional research or otherwise. The following factors, among others, could
cause actual results to differ materially from those described in the forward-looking statements: the Company's history of losses
and needs for additional capital to fund its operations and its inability to obtain additional capital on acceptable terms, or
at all; the Company's ability to continue as a going concern; uncertainties of cash flows and inability to meet working capital
needs; the Company's ability to obtain regulatory approvals; the Company's ability to obtain favorable pre-clinical and clinical
trial results; the Company's technology may not be validated and its methods may not be accepted by the scientific community;
difficulties enrolling patients in the Company's clinical trials; the ability to timely source adequate supply of FasL; risks
resulting from unforeseen side effects; the Company's ability to establish and maintain strategic partnerships and other corporate
collaborations; the scope of protection the Company is able to establish and maintain for intellectual property rights and its
ability to operate its business without infringing the intellectual property rights of others; competitive companies, technologies
and the Company's industry; unforeseen scientific difficulties may develop with the Company's technology; and the Company's ability
to retain or attract key employees whose knowledge is essential to the development of its products. Any forward-looking statement
in this press release speaks only as of the date of this press release. The Company undertakes no obligation to publicly update
or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may
be required by any applicable securities laws. More detailed information about the risks and uncertainties affecting the Company
is contained under the heading "Risk Factors" in Cellect Biotechnology Ltd.'s Annual Report on Form 20-F for the fiscal year ended
December 31, 2017 filed with the U.S. Securities and Exchange Commission, or SEC, which is available on the SEC's website, www.sec.gov,
and in the Company's periodic filings with the SEC.
Cellect Biotechnology Ltd.
Eyal Leibovitz, Chief Financial Officer
Michael Polyviou / Todd Kehrli