Full Press Release Details
Cellect Biotechnology Announces $4 Million
Registered Direct Offering
Tel Aviv, Israel - January 29,
2018 - Cellect Biotechnology Ltd. (Nasdaq: APOP), a developer of stem cells selection technology, announced that it has
entered into securities purchase agreements with certain institutional investors for gross proceeds of approximately $4 million.
In connection with the offering, the Company
will issue 484,848 registered American Depository Shares (ADSs) at a purchase price of $8.25 per ADS in a registered direct offering.
Additionally, for each ADS purchased, the investors will receive an unregistered warrant to purchase 55% of an ADS. The warrants
have an exercise price of $12.00 per ADS, shall be exercisable immediately following the issuance date and will expire twelve months
from the earlier of the effectiveness date of a registration statement registering the shares underlying the warrants and 6 months
from the issuance date of the warrants. The closing of the offering is expected to take place on or about January 31, 2018, subject
to the satisfaction of customary closing conditions.
H.C. Wainwright & Co. is acting as
the exclusive placement agent in connection with this offering.
The ADSs described above (but not
the warrants or the ADSs underlying the warrants) are being offered pursuant to a "shelf" registration statement
(File No. 333-219614) which became effective on August 17, 2017. Such ADSs may be offered only by means of a
prospectus, including a prospectus supplement, forming a part of the effective registration statement. The Company will file
a prospectus supplement and the accompanying base prospectus with the SEC relating to such ADSs. When available, copies of
the prospectus supplement and the accompanying base prospectus may be obtained at the SEC's website at http://www.sec.gov,
or by contacting H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, New York 10022, by
telephone: (646) 975-6996 or by email at placements@hcwco.com.
The warrants described above were offered
in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the "Act"), and Regulation D
promulgated thereunder and/or Regulation S and, along with the ADSs issuable upon their exercise, have not been registered under
the Act, and may not be offered or sold in the United States absent registration with the SEC or an applicable exemption
from such registration requirements.
This press release shall not constitute
an offer to sell or the solicitation of an offer to buy any of the securities described herein. There shall not be any offer, solicitation
of an offer to buy, or sale of securities in any state or jurisdiction in which such an offering, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.
About Cellect Biotechnology Ltd.
Cellect Biotechnology (NASDAQ: "APOP",
"APOPW") has developed a breakthrough technology for the selection of stem cells from any given tissue that aims to improve
a variety of stem cell applications.
The Company's technology is expected to
provide research, hospitals 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 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 are used in this press
release when we discuss our expectation regarding the closing of 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: changes in technology and market
requirements; we may encounter delays or obstacles in launching and/or successfully completing our clinical trials; our
products may not be approved by regulatory agencies, our technology may not be validated as we progress further and our
methods may not be accepted by the scientific community; we may be unable to retain or attract key employees whose knowledge
is essential to the development of our products; unforeseen scientific difficulties may develop with our process; our
products may wind up being more expensive than we anticipate; results in the laboratory may not translate to equally good
results in real clinical settings; results of preclinical studies may not correlate with the results of human clinical
trials; our patents may not be sufficient; our products may harm recipients; changes in legislation; inability to timely
develop and introduce new technologies, products and applications, which could cause the actual results or performance of the
Company to differ materially from those contemplated in such forward-looking statements. 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, 2016 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 period filings with the SEC.
Cellect Biotechnology Ltd.
Eyal Leibovitz, Chief Financial Officer