File Pursuant to Rule 424(b)(3)

Registration No. 333-222334

  

 

 

11,279,380 Ordinary Shares represented by 563,969 American Depositary Shares

 

This prospectus relates to the resale, by the selling shareholders identified in this prospectus, of up to an aggregate of up to 11,279,380 ordinary shares, no par value per share of Cellect Biotechnology Ltd., represented by 563,969 American Depository Shares, or ADSs, consisting of (i) 5,311,360 ordinary shares represented by 265,568 ADSs issuable upon the exercise of investor warrants originally issued in a private placement in September 2017, and (ii) 149,840 ordinary shares represented by 7,492 ADSs issuable upon the exercise of private placement warrants issued in connection with the private placement in September, 2017, (iii) 5,333,340 ordinary shares represented by 266,667 ADSs issuable upon the exercise of investor warrants originally issued in a private placement in January 2018, and (iv) 484,840 ordinary shares represented by 24,242 ADSs issuable upon the exercise of private placement warrants issued in connection with the private placement in January 2018. The selling shareholders are identified in the table commencing on page 14. Each ADS represents 20 ordinary shares. No ADSs are being registered hereunder for sale by us. We will not receive any proceeds from the sale of the ADSs by the selling shareholders. All net proceeds from the sale of the ordinary shares represented by ADSs covered by this prospectus will go to the selling shareholders. However, we may receive the proceeds from any exercise of warrants if the holders do not exercise the warrants on a cashless basis. See “Use of Proceeds.”

 

The selling shareholders may sell all or a portion of the ordinary shares represented by ADSs from time to time in market transactions through any market on which our ADSs are then traded, in negotiated transactions or otherwise, and at prices and on terms that will be determined by the then prevailing market price or at negotiated prices directly or through a broker or brokers, who may act as agent or as principal or by a combination of such methods of sale. See “Plan of Distribution”.

 

Our ADSs and our warrants issued in our U.S. initial public offering, or listed warrants, are listed on The NASDAQ Capital Market under the symbols “APOP” and “APOPW”, respectively. On February 5, 2018, the closing price of our ADSs and listed warrants on The NASDAQ Capital Market was $7.60 and $2.09, respectively.

 

The securities offered in this prospectus involve a high degree of risk. See "Risk Factors" beginning on page 8 of this prospectus to read about factors you should consider before purchasing any of our securities.

 

Neither the U.S. Securities and Exchange Commission, the Israel Securities Authority nor any state or other foreign securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

 

The date of this prospectus is February 8, 2018

 

 

TABLE OF CONTENTS

 

About this Prospectus	1
Prospectus Summary	2
Risk Factors	8
Special Note Regarding Forward-Looking Statements	9
Price Range of our Ordinary Shares	10
Price Range of our ADSs	11
Use of Proceeds	12
Capitalization	13
Selling Shareholders	14
Description of Share Capital	18
Description of American Depositary Shares and Warrants	24
Plan of Distribution	36
Experts	38
Legal Matters	38
Where You Can Find More Information	38
Incorporation By Reference	39
Indemnification	40
Enforceability of Civil Liabilities	40

 

 

RISK FACTORS

 

An investment in our securities involves a high degree of risk. you should carefully consider the risk factors set forth in our most recent Annual Report on Form 20-F on file with the SEC, which is incorporated by reference into this prospectus, as well as the following risk factors, which supplement or augment the risk factors set forth in our Annual Report on Form 20-F. Before making an investment decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this prospectus and the accompanying prospectus supplement. The risks and uncertainties not presently known to us or that we currently deem immaterial may also materially harm our business, operating results and financial condition and could result in a complete loss of your investment.

 

The sale of a substantial amount of our ordinary shares or ADSs, including resale of the ADSs issuable upon the exercise of the investor warrants and placement warrants held by the selling shareholders in the public market could adversely affect the prevailing market price of our ordinary shares.

 

We are registering for resale 11,279,380 ordinary shares represented by 563,969 ADSs issuable upon the exercise of investor warrants and placement agent warrants held by the selling shareholders. Sales of substantial amounts of shares of our ordinary shares or ADSs in the public market, or the perception that such sales might occur, could adversely affect the market price of our ADSs, and the market value of our other securities. We cannot predict if and when selling shareholders may sell such shares in the public markets. Furthermore, in the future, we may issue additional ordinary shares or ADSs or other equity or debt securities convertible into ordinary shares or ADSs. Any such issuance could result in substantial dilution to our existing shareholders and could cause our share price to decline.

 

 

SPECIAL NOTE REGARDING FORWARD LOOKING STATEMENTS

 

This prospectus contains express or implied “forward-looking statements” within the meaning of U.S. Federal securities laws. These forward-looking statements include, but are not limited to:

 

●

our expectations regarding the timing of commencing clinical trials with respect to our ApoGraft process and our Apotainer selection kit;

 

	●	our expectations regarding the progress of our clinical trials, including the duration, cost and whether such trials will be conducted at all;

	●	our intention to hold meetings with regulators and apply for regulatory approval for our product candidates, and the costs and timing of such regulatory approvals;

	●	the likelihood of regulatory approvals for our product candidates;

	●	the timing and cost of the developments of our prototype Apotainer selection kit;

	●	our expectation to obtain a sufficient supply of FasL for our needs in the foreseeable future;

	●	the market size and future sales of our product candidates or any other future products or product candidates;

	●	that our technology may potentially improve the safety and efficacy of regenerative medicine stem cell therapy and other potential advantages of our selection process for physicians, academics, researchers and others;

	●	our intention to expand our product development and build a diversified product portfolio of Apograft products for a broad spectrum of market segments; and

●

our estimates regarding anticipated expenses, capital requirements and our needs for substantial additional financing.

 

In some cases, forward-looking statements are identified by terminology such as “believes”, “estimates”, “expects”, “intends”, “plans”, “potential”, “may”, “should”, “could”, “might”, “seeks”, “targets”, “will”, “would”, “projects”, “forecasts”, “continues” or “anticipates” 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. These forward-looking statements may be included in, among other things, various filings made by us with the SEC, press releases or oral statements made by or with the approval of one of our authorized executive officers. Forward-looking statements relate to anticipated or expected events, activities, trends or results as of the date they are made. Because forward-looking statements relate to matters that have not yet occurred, these statements are inherently subject to risks and uncertainties that could cause our actual results to differ materially from any future results expressed or implied by the forward-looking statements. Many factors could cause our actual activities or results to differ materially from the activities and results anticipated in forward-looking statements.

 

This prospectus identifies important factors which could cause our actual results to differ materially from those indicated by the forward-looking statements, particularly those set forth under the heading “Risk Factors.” In addition, historic results of scientific research and clinical and preclinical trials do not guarantee that the conclusions of future research or trials would not suggest different conclusions or that historic results referred to in this prospectus would not be interpreted differently in light of additional research and clinical and preclinical trials results.

 

We believe these forward-looking statements are reasonable; however, these statements are only current predictions and are subject to known and unknown risks, uncertainties and other factors that may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from those anticipated by the forward-looking statements. We discuss many of these risks in this prospectus in greater detail under the heading “Risk Factors” and elsewhere in this prospectus. Given these uncertainties, you should not rely upon forward-looking statements as predictions of future events.

 

 

PRICE RANGE OF OUR ORDINARY SHARES

 

Our ordinary shares traded on the Tel Aviv Stock Exchange, or TASE, under the symbol “APOP” from 1990 to September 3, 2017. 

 

The following table sets forth, for the periods indicated, the reported high and low closing sale prices of our ordinary shares in U.S. dollars. U.S. dollar per ordinary share amounts is calculated using the U.S. dollar representative rate of exchange on the date to which the high or low market price is applicable, as reported by the Bank of Israel.

 

		NIS								U.S.$
		Price Per								Price Per
		Ordinary								Ordinary
		Share								Share
		High				Low				High				Low
Annual:
2016			1.998				0.45				0.520				0.117
2015			1.626				0.989				0.419				0.255
2014			1.531				0.705				0.428				0.197
2013			2.020				0.182				0.560				0.050
2012			1.706				0.169				0.443				0.043
Quarterly:
Third Quarter 2017 (through September 3, 2017)			1.656				1.134				0.462				0.316
Second Quarter 2017			1.856				1.315				0.517				0.367
First Quarter 2017			1.880				0.584				0.504				0.157
Fourth Quarter 2016			0.844				0.450				0.220				0.117
Third Quarter 2016			1.593				0.825				0.419				0.217
Second Quarter 2016			1.998				1.338				0.523				0.350
First Quarter 2016			1.499				1.207				0.384				0.309
Fourth Quarter 2015			1.472				1.040				0.380				0.268
Third Quarter 2015			1.381				1.143				0.359				0.297
Second Quarter 2015			1.626				1.267				0.420				0.327
First Quarter 2015			1.501				0.989				0.380				0.251
Most Recent Six Months:
September 2017 (through September 3, 2017)			1.656				1.656				0.462				0.462
August 2017			1.431				1.134				0.397				0.397
July 2017			1.408				1.305				0.397				0.368
June 2017			1.598				1.315				0.452				0.372
May 2017			1.856				1.639				0.516				0.456
April 2017			1.707				1.460				0.468				0.400

  

 

PRICE RANGE OF OUR ADSs AND U.S. LISTED WARRANTS

 

On July 29, 2016, our ADSs and listed warrants began trading on The NASDAQ Capital Market under the symbol “APOP” and “APOPW”, respectively.

 

The following table sets forth, for the periods indicated, the reported high and low closing sale prices of the ADSs on The NASDAQ Capital Market in U.S. dollars.

 

		U.S.$
		Price Per ADS
		High				Low
Annual:
2016 (from July 29, 2016)			5.300				2.660
Quarterly:
First Quarter 2018 (through February 5, 2018)			9.990				7.120
Fourth Quarter 2017			9.300				6.520
Third Quarter 2017			10.060				6.250
Second Quarter 2017			10.360				7.600
First Quarter 2017			10.900				3.068
Fourth Quarter 2016			4.630				2.660
Third Quarter 2016 (from July 29, 2016)			5.300				4.390
Most Recent Six Months:
February 2018 (through February 5, 2018)			7.600				8.400
January 2018			9.990				7.120
December 2017			8.679				6.520
November 2017			8.679				7.130
October 2017			9.300				7.820
September 2017			10.060				7.800
August 2017			8.780				6.250

 

On February 5, 2018, the last reported sales price of the ADSs on The NASDAQ Capital Market was $7.60 per ADS. 

 

The following table sets forth, for the periods indicated, the reported high and low closing sale prices of our listed warrants on The NASDAQ Capital Market in U.S. dollars.

 

		U.S.$
		Price Per
		Warrant
		High				Low
Annual:
2016 (from July 29, 2016)			0.970				0.520
Quarterly:
First Quarter 2018 (through February 5, 2018)			2.850				2.090
Fourth Quarter 2017			3.140				1.854
Third Quarter 2017			3.000				1.470
Second Quarter 2017			3.290				1.750
First Quarter 2017			3.644				0.380
Fourth Quarter 2016			0.850				0.520
Third Quarter 2016 (from July 29, 2016)			0.970				0.525
Most Recent Six Months:
February 2018 (through February 5, 2018)			2.200				2.090
January 2018			2.850				2.090
December 2017			3.140				1.990
November 2017			2.700				1.990
October 2017			2.800				1.854
September 2017			3.000				2.230
August 2017			2.530				1.470

 

On February 5, 2018, the last reported sales price of the listed warrants on The NASDAQ Capital Market was $2.09 per warrant.

 

 

USE OF PROCEEDS

 

We will not receive any proceeds from the sale of the ordinary shares represented by ADSs by the selling shareholders. All net proceeds from the sale of the ordinary shares represented by ADSs will go to the selling shareholders. We expect that the selling shareholders will sell their ordinary shares represented by ADSs as described under “Plan of Distribution.”

 

We may receive proceeds from the exercise of the investor warrants and placement agent warrants and issuance of the warrant ADSs to the extent that these warrants and placement agent warrants are exercised for cash. Warrants, however, are exercisable on a cashless basis under certain circumstances. If all of the investor warrants and placement agent warrants mentioned above were exercised for cash in full, the proceeds would be approximately $6.7 million. We intend to use the net proceeds of such warrant exercise, if any, for research and development, general and administrative expenses, and for working capital purposes. Pending such uses, we intend to invest the net proceeds in short-term, interest-bearing, investment grade securities or as otherwise pursuant our customary investment policies. We can make no assurances that any of the warrants and placement agent warrants will be exercised, or if exercised, that they will be exercised for cash, the quantity which will be exercised or in the period in which they will be exercised.

 

 

CAPITALIZATION

 

The following table presents our total capitalization on an actual basis as of September 30, 2017.

 

The amounts shown below are unaudited and represent management’s estimate. The information in this table should be read in conjunction with and is qualified by reference to the financial statements and notes thereto and other financial information incorporated by reference into this prospectus.

 

		As of September 30, 2017
		(U.S.$ in thousands)
Warrants liability:			3,136
Shareholders’ equity:
Ordinary shares			-
Additional paid-in capital			22,773
Capital funds			2,971
Treasury shares			(2,671	)
Accumulated deficit			(17,165	)
Total shareholders’ equity			5,908
Total capitalization (warrants liabilities and equity)			9,044

 

The above table is based on 119,843,679 shares outstanding as of September 30, 2017 and excludes the following:

 

●

2,686,693 ordinary shares held in treasury;

 

●

10,181,373 ordinary shares issuable upon the exercise of 10,181,373 options at a weighted average exercise price of NIS 1.16 ($0.33) per share issuable under the Cellect Biotechnology Ltd. 2014 Global Incentive Option Scheme, or the 2014 Cellect Option Plan, and an additional 963,086 ordinary shares reserved for future issuance under our 2014 Cellect Option Plan;

 

●

227,358 ordinary shares issuable upon the exercise of 227,358 options at exercise price of NIS 1.00 ($0.28) per share issued to a consultant;

 

●

1,927,801 ordinary shares issuable upon the exercise of 1,927,801 options (Series A) at an exercise price of NIS 2.1 ($0.59) per share;

 

●

20,700,420 ordinary shares underlying 1,035,020 ADSs issuable upon exercise of the listed warrants at an exercise price of 7.50 per ADS issued in our U.S. initial public offering;

 

	●	321,020 ordinary shares underlying 16,051 ADSs issuable upon exercise of representative’s warrants at an exercise price of 8.775 per ADS issued in our U.S. initial public offering;
	●	5,311,360 ordinary shares underlying 265,568 ADSs issuable upon exercise of the investor warrants at an exercise price of $12.07 per ADS issued in our private placement in September 2017;

 

	●	149,840 ordinary shares underlying 7,492 ADSs issuable upon exercise of placement agent warrants at an exercise price of $10.125 per ADS issued in connection with our private placement in September 2017;
	●	5,333,340 ordinary shares issuable upon the exercise of warrants to purchase 266,667 ADSs issued in our private placement in January 2018, at an exercise price of $12.00 per ADS; and
	●	484,840 ordinary shares issuable upon the exercise of warrants to purchase 24,242 ADSs at an exercise price of $10.31 per ADS, issued in connection with our private placement in January 2018.

 

 

SELLING SHAREHOLDERS

 

The ordinary shares represented by ADSs being offered by the selling shareholders are those ordinary shares represented by ADSs issuable upon exercise of investor warrants and placement agent warrants previously issued in connection with our private placement that closed in September 2017 and January 2018. For additional information regarding the issuance of those ADSs and warrants to purchase ADSs, see “Prospectus Summary – September 2017 and January 2018 Financings” above. We are registering the ordinary shares represented by ADSs in order to permit the selling shareholders to offer the ordinary shares represented by ADSs for resale from time to time. Other than with respect to H.C. Wainwright & Co. LLC, or H.C. Wainwright, which acted as our placement agent in the September 2017 and January 2018 financings, and previously has acted as representative of the underwriters in our U.S. initial public offering, except for the ownership of the investor warrants and placement agent warrants issued, and the ADSs issued and issuable, pursuant to prior financings, the selling shareholders have not had any material relationship with us within the past three years.

  

The table below lists the selling shareholders and other information regarding the beneficial ownership of the ordinary shares represented by ADSs by each of the selling shareholders. The second column lists the number of ordinary shares represented by ADSs beneficially owned by each selling shareholder, based on its ownership of ADSs and warrants to purchase ADSs, as of February 5, 2018, assuming exercise of the investor warrants and placement agent warrants held by the selling shareholders on that date, without regard to any limitations on conversions or exercises. The third column lists the maximum number of ordinary shares represented by ADSs being offered in this prospectus by the selling shareholders. The fourth and fifth columns list the amount of ordinary shares represented by ADSs owned after the offering, by number of ordinary shares represented by ADSs and percentage of outstanding ordinary shares, assuming in both cases the sale of all of the ordinary shares represented by ADSs offered by the selling shareholders pursuant to this prospectus.

 

Under the terms of the investor warrants and placement agent warrants issued in the September 2017 and January 2018 financings a selling shareholder may not exercise the warrants to the extent such exercise would cause such selling shareholder, together with its affiliates, to beneficially own a number of ordinary shares which would exceed 4.99% of our then outstanding ordinary shares following such exercise, excluding for purposes of such determination ordinary shares not yet issuable upon exercise of the warrants which have not been exercised. The number of shares does not reflect this limitation. The selling shareholders may sell all, some or none of their ordinary shares represented by ADSs or warrants in this offering. See “Plan of Distribution.”

 

Selling Shareholder		Number of Ordinary Shares Owned Prior to Offering				Maximum Number of Ordinary Shares to be Sold Pursuant to this Prospectus				Number of Ordinary Shares Owned After the Offering				Percentage of Ordinary Shares Owned After the Offering
S.H.N Financial Investments Ltd (1)			250,000	(2)			250,000	(2)			-				-
Lion Gate Capital (3)			750,000	)(4)			250,000	(2)			500,000	(5)			*
Stoc*Doc Partners (6)			370,380	(7)			123,460	(8)			246,920	(9)			*
Globis Overseas Fund Ltd. (10)			125,000	(11)			125,000	(11)			-				-
Globis Capital Partners, L.P. (12)			375,000	(13)			375,000	(13)			-				-
KBB Asset Management (14)			150,000	(15)			150,000	(15)			-				-
Noam Rubinstein (16)			718,020	(17)			424,920	(18)			293,100	(19)			*
Dorot Holding Limited (20)			1,800,000	(21)			600,000	(22)			1,200,000	(23)			*
Fabrice Madar (24)			3,703,800	(25)			1,234,600	(26)			2,469,200	(27)			1.9	%
David Bitton (28)			555,900	(29)			185,300	(30)			370,600	(31)			*
Enrico Monfrini (28)			555,900	(29)			185,300	(30)			370,600	(31)			*
Dorzay Fund (32)			1,851,840	(33)			617,280	(34)			1,234,560	(35)			*
Ralph Kattan (36)			1,860,000	(37)			620,000	(38)			1,240,000	(39)			1.0	%
Armaz (40)			185,220	(41)			61,740	(42)			123,480	(43)			*
Secarsur (44)			185,220	(41)			61,740	(39)			123,480	(43)			*
Susanna Madar (45)			185,220	(41)			61,740	(42)			123,480	(43)			*
Jean Phillipe Amvame (45)			185,220	(41)			61,740	(42)			123,480	(43)			*
Joseph Bellelis (45)			370,380	(46)			123,460	(47)			246,920	(48)			*
Sabby Healthcare Master Fund, Ltd. (49)			5,015,140	(50)			2,000,000	(51)			3,015,140	(52)			2.3	%
Sabby Volatility Warrant Master Fund, Ltd. (53)			4,970,000	(54)			2,000,000	(51)			2,970,000	(55)			2.3	%
Intracoastal Capital, LLC (56)			3,757,580	(57)			1,333,340	(58)			2,42,240	(59)			1.9	%
Michael Vasinkevich (16)			423,920	(60)			423,920	(60)			-				-
Mark Viklund (16)			23,120	(61)			4,500	(62)			18,620	(63)			*
Charles Worthman (16)			15,640	(64)			6,340	(65)			9,300	(66)			*

 

* Denotes less than 1%

 

(1)

Hadar Shamir and Nir Shamir have shared power to vote and dispose of the shares held by S.H.N Financial Investments Ltd. and may be deemed to be the beneficial owner of these shares. The address of the selling shareholder is 8 Abba Even Blvd., B Entrance, Herzeliya, Israel.

 

(2)

Represents 250,000 ordinary shares represented by 12,500 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(3)

The natural person with voting or investment control of Lion Gate Capital is Kenneth Rickel. The address of the selling shareholder is 1900 Ave of the Stars, Los Angeles, CA 90067.

 

(4)

Represents (i) 500,000 ordinary shares represented by 25,000 ADSs issued in our September 2017 financing, and (ii) 250,000 ordinary shares represented by 12,500 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(5)

Represents 500,000 ordinary shares represented by 25,000 ADSs issued in our September 2017 financing

 

(6)

The natural person with voting or investment control of Stoc*Doc Partners is Leonard Jaffe The address of the selling shareholder is 1 Ferry Building, Suite 255, San Francisco, CA 94111.

 

(7)

Represents (i) 246,920 ordinary shares represented by 12,346 ADSs issued in our September 2017 financing, and (ii) 123,460 ordinary shares represented by 6,173 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(8)

Represents 123,460 ordinary shares represented by 6,173 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(9)

Represents 246,920 ordinary shares represented by 12,346 ADSs issued in our September 2017 financing.

 

(10)

Paul Packer is the managing member of Globis Capital LLC, which is the general partner of Globis Capital Management LP, which is the investment manager for Globis Overseas Fund, Ltd. Therefore, Mr. Packer has voting and dispositive power over these shares. The address of the selling shareholder is 805 3rd Avenue, 15th Floor, New York, NY 10022.

 

(11)

Represents 125,000 ordinary shares represented by 6,250 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(12)

Paul Packer is the managing member of Globis Capital Advisors LLC, which is the general partner of Globis Capital Partners LP, and thus has voting and dispositive power over these shares.  The address of the selling shareholder is 805 3rd Avenue, 15th Floor, New York, NY 10022.

 

(13)

Represents 375,000 ordinary shares represented by 18,750 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(14)

The natural person with voting or investment control of KBB Asset Management is Steven Segal. The address of the selling shareholder is 12 Harrison Avenue, Enfield, CT 06082.

 

(15)

Represents 150,000 ordinary shares represented by 7,500 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(16)

Referenced person is affiliated with H.C. Wainwright. H.C. Wainwright is an entity in which Mark Viklund, the Chief Executive Officer of H.C. Wainwright, and Thomas Pinou, the Chief Financial Officer of H.C. Wainwright, hold shared voting and dispositive power over the shares held by H.C. Wainwright. H.C. Wainwright is a registered broker-dealer and acted as the placement agent in the September 2017 financing as well as the representative of the underwriters in our U.S. initial public offering. The address of such selling shareholder is c/o H.C. Wainwright & Co., LLC, 430 Park Avenue, New York, NY 10022.

 

(17)

Represents (i) 293,100 ordinary shares represented by 14,655 ADSs issuable upon exercise of representative’s warrants issued in connection with our U.S. initial public offering, (ii) 225,000 ordinary shares represented by 11,250 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing, (iii) 47,200 ordinary shares represented by 2,360 ADSs issuable upon exercise of placement agent warrants issued in connection with our September 2017 financing, and (iv) 152,720 ordinary shares represented by 7,636 ADSs issuable upon exercise of placement agent warrants issued in connection with our January 2018 financing.

 

(18)

Represents (i) 225,000 ordinary shares represented by 11,250 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing, (ii) 47,200 ordinary shares represented by 2,360 ADSs issuable upon exercise of placement agent warrants issued in connection with our September 2017 financing, and (iii) 152,720 ordinary shares represented by 7,636 ADSs issuable upon exercise of placement agent warrants issued in connection with our January 2018 financing.

 

(19)

Represents 293,100 ordinary shares represented by 14,655 ADSs issuable upon exercise of representative’s warrants issued in connection with our U.S. initial public offering.

 

 

(20)

The natural persons with voting or investment control of Dorot Holding Limited are Desmond Reoch, Ivan Israel, Susan Gager, Ian Felice, Ian Calderon, Tyrene Soleci and Lee Abudarham. The address of the selling shareholder is 57/63 Line Wall Road, Gibraltar.

 

(21)

Represents (i) 1,200,000 ordinary shares represented by 60,000 ADSs issued in our September 2017 financing, and (ii) 600,000 ordinary shares represented by 30,000 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(22)

Represents 600,000 ordinary shares represented by 30,000 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(23)

Represents 1,200,000 ordinary shares represented by 60,000 ADSs issued in our September 2017 financing.

 

(24)

The address of the selling shareholder is Avenue de l’Amandolier 20, 1208 Geneva, Switzerland.

 

(25)

Represents (i) 2,469,200 ordinary shares represented by 123,460 ADSs issued in our September 2017 financing, and (ii) 1,234,600 ordinary shares represented by 61,730 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(26)

Represents 1,234,600 ordinary shares represented by 61,730 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(27)

Represents 2,469,200 ordinary shares represented by 123,460 ADSs issued in our September 2017 financing.

 

(28)

The address of the selling shareholder is Monfrini Bitton Klein, Place du Molard 3, 1204 Geneva, Switzerland.

 

(29)

Represents (i) 370,600 ordinary shares represented by 18,530 ADSs issued in our September 2017 financing, and (ii) 185,300 ordinary shares represented by 9,265 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(30)

Represents 185,300 ordinary shares represented by 9,265 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(31)

Represents 370,600 ordinary shares represented by 18,530 ADSs issued in our September 2017 financing.

 

(32)

The natural person with voting or investment control of the Dorzay Fund is Laurent Zerbib. The address of the Dorzay Fund is Governors Square, 2nd Floor, 23 Lime Tree Bay Avenue, Grand Cayman KY1-1110, Cayman Islands.

 

(33)

Represents (i) 1,234,560 ordinary shares represented by 61,728 ADSs issued in our September 2017 financing, and (ii) 617,280 ordinary shares represented by 30,864 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(34)

Represents 617,280 ordinary shares represented by 30,864 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(35)

Represents 1,234,560 ordinary shares represented by 61,728 ADSs issued in our September 2017 financing.

 

(36)

The address of the selling shareholder is 7 Chemin de Frossard, 1231, Conches, Switzerland.

 

(37)

Represents (i) 1,240,000 ordinary shares represented by 62,000 ADSs issued in our September 2017 financing, and (ii) 620,000 ordinary shares represented by 31,000 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(38)

Represents 620,000 ordinary shares represented by 31,000 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(39)

Represents 1,240,000 ordinary shares represented by 62,000 ADSs issued in our September 2017 financing.

 

(40)

The natural person with voting or investment control of Armaz is Tamar Mizrahi. The address of the referenced selling shareholder is c/o Belious, 3C Chemin de la Tulette, 1223 Cologny, Switzerland.

 

(41)

Represents (i) 123,480 ordinary shares represented by 6,174 ADSs issued in our September 2017 financing, and (ii) 61,740 ordinary shares represented by 3,087 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(42)

Represents 61,740 ordinary shares represented by 3,087 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(43)

Represents 123,480 ordinary shares represented by 6,174 ADSs issued in our September 2017 financing.

 

(44)	The natural person with voting or investment control of Armaz is Arie Mizrahi. The address of the referenced selling shareholder is c/o Belious, 3C Chemin de la Tulette, 1223 Cologny, Switzerland.

 

 

(45)	The address of the referenced selling shareholder is c/o Belious, 3C Chemin de la Tulette, 1223 Cologny, Switzerland.
(46)	Represents (i) 246,920 ordinary shares represented by 12,346 ADSs issued in our September 2017 financing, and (ii) 123,460 ordinary shares represented by 6,173 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(47)

Represents 123,460 ordinary shares represented by 6,173 ADSs issuable upon exercise of investor warrants issued in our September 2017 financing.

 

(48)

Represents 246,920 ordinary shares represented by 12,346 ADSs issued in our September 2017 financing,

 

(49)	Sabby Management, LLC is the investment manager of Sabby Healthcare Master Fund, Ltd., or Sabby HMF, and shares voting and investment power with respect to these shares in this capacity. As manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of Sabby HMF. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to the extent of their pecuniary interest therein. The address of principal business office of Sabby HMF is 10 Mountainview Road, Suite 205, Upper Saddle River, New Jersey 07458.
(50)	Represents (i) 3,015,140 ordinary shares represented by 150,727 ADSs issued in our January 2018 financing, and (ii) 2,000,000 ordinary shares represented by 100,000 ADSs issuable upon exercise of investor warrants issued in our January 2018 financing.
(51)	Represents 2,000,000 ordinary shares represented by 100,000 ADSs issuable upon exercise of investor warrants issued in our January 2018 financing.
(52)	Represents 3,015,140 ordinary shares represented by 150,727 ADSs issued in our January 2018 financing.
(53)	Sabby Management, LLC is the investment manager of Sabby Volatility Warrant Master Fund, Ltd., or Sabby VWMF, and shares voting and investment power with respect to these shares in this capacity. As manager of Sabby Management, LLC, Hal Mintz also shares voting and investment power on behalf of Sabby VWMF. Each of Sabby Management, LLC and Hal Mintz disclaims beneficial ownership over the securities listed except to the extent of their pecuniary interest therein. The address of principal business office of S Sabby VWMF is 10 Mountainview Road, Suite 205, Upper Saddle River, New Jersey 07458.
(54)	Represents (i) 2,970,000 ordinary shares represented by 148,500 ADSs issued in our January 2018 financing, and (ii) 2,000,000 ordinary shares represented by 100,000 ADSs issuable upon exercise of investor warrants issued in our January 2018 financing.
(55)	Represents 2,970,000 ordinary shares represented by 148,500 ADSs issued in our January 2018 financing.
(56)	Mitchell P. Kopin, or Mr. Kopin, and Daniel B. Asher, or Mr. Asher, each of whom are managers of Intracoastal Capital LLC, or Intracoastal, have shared voting control and investment discretion over the securities reported herein that are held by Intracoastal. As a result, each of Mr. Kopin and Mr. Asher may be deemed to have beneficial ownership (as determined under Section 13(d) of Exchange Act) of the securities reported herein that are held by Intracoastal. Mr. Asher, who is a manager of Intracoastal, is also a control person of a broker-dealer. As a result of such common control, Intracoastal may be deemed to be an affiliate of a broker-dealer. Intracoastal acquired the ordinary shares being registered hereunder in the ordinary course of business, and at the time of acquisition of the ordinary shares and warrants described herein, Intracoastal did not have any arrangements or undertakings with any person to distribute such securities.
(57)	Represents (i) 2,424,240 ordinary shares represented by 121,212 ADSs issued in our January 2018 financing, and (ii) 1,333,340 ordinary shares represented by 66,667 ADSs issuable upon exercise of investor warrants issued in our January 2018 financing.
(58)	Represents 1,333,340 ordinary shares represented by 66,667 ADSs issuable upon exercise of investor warrants issued in our January 2018 financing.
(59)	Represents 2,424,240 ordinary shares represented by 121,212 ADSs issued in our January 2018 financing.
(60)	Represents (i) 96,640 ordinary shares represented by 4,832 ADSs issuable upon exercise of placement agent warrants issued in connection with our September 2017 financing, and (ii) 327,280 ordinary shares represented by 16,364 ADSs issuable upon exercise of placement agent warrants issued in connection with our January 2018 financing.

 

(61)

Represents (i) 18,620 ordinary shares represented by 931 ADSs issuable upon exercise of representative’s warrants issued in connection with our U.S. initial public offering, and (ii) 4,500 ordinary shares represented by 225 ADSs issuable upon exercise of placement agent warrants issued in connection with our September 2017 financing.

 

(62)

Represents 4,500 ordinary shares represented by 225 ADSs issuable upon exercise of placement agent warrants issued in connection with our September 2017 financing.

 

(63)

Represents 18,620 ordinary shares represented by 931 ADSs issuable upon exercise of representative’s warrants issued in connection with our U.S. initial public offering.

 

(64)

Represents (i) 9,300 ordinary shares represented by 465 ADSs issuable upon exercise of representative’s warrants issued in connection with our U.S. initial public offering, (ii) 1,500 ordinary shares represented by 75 ADSs issuable upon exercise of placement agent warrants issued in connection with our September 2017 financing, and (iii) 4,840 ordinary shares represented by 242 ADSs issuable upon exercise of placement agent warrants issued in connection with our January 2018 financing.

 

(65)

Represents (i) 1,500 ordinary shares represented by 75 ADSs issuable upon exercise of placement agent warrants issued in connection with our September 2017 financing, and (ii) 4,840 ordinary shares represented by 242 ADSs issuable upon exercise of placement agent warrants issued in connection with our January 2018 financing.

 

(66)

Represents 9,300 ordinary shares represented by 465 ADSs issuable upon exercise of representative’s warrants issued in connection with our U.S. initial public offering,

 

DESCRIPTION OF SHARE CAPITAL

 

The following description of our share capital is a summary of the material terms of our articles of association and Israeli corporate law regarding our shares and the holders thereof. This description contains all material information concerning our ordinary shares but does not purport to be complete. For a complete description, you should read our articles of association, a copy of which has been filed with the SEC as an exhibit to the registration statement on Form F-1 of which this prospectus forms a part. The following description is qualified in its entirety by reference to our articles of association and applicable law.

 

Ordinary Shares

 

As of February 5, 2018, our authorized share capital consists of 500,000,000 ordinary shares, no par value. As of February 5, 2018, there are 130,147,799 ordinary shares outstanding (which excludes 2,686,693 ordinary shares held in treasury). All of our outstanding ordinary shares are validly issued, fully paid and non-assessable. Our ordinary shares are not redeemable and do not have any preemptive rights.

 

Options

 

As of February 5, 2018, the following number of options are outstanding:

 

●

10,429,777 ordinary shares issuable upon the exercise of 10,429,777 options at a weighted average exercise price of NIS 1.19 ($0.35) per share issuable under the 2014 Cellect Option Plan;

 

●

113,698 ordinary shares issuable upon the exercise of 113,698 options at exercise price of NIS 1.00 ($0.29) per share issued to a consultant;

 

●

1,927,801 ordinary shares issuable upon the exercise of 1,927,801 options (Series A) at an exercise price of NIS 2.1 ($0.61) per share;

 

●

20,700,420 ordinary shares underlying 1,035,020 ADSs issuable upon exercise of the listed warrants at an exercise price of 7.50 per ADS issued in our U.S. initial public offering;

 

●

321,020 ordinary shares underlying 16,051 ADSs issuable upon exercise of representative’s warrants at an exercise price of 8.775 per ADS issued in our U.S. initial public offering;

 

●

5,311,360 ordinary shares underlying 265,568 ADSs issuable upon exercise of the investor warrants at an exercise price of $12.07 per ADS issued in our private placement in September 2017;

 

	●	149,840 ordinary shares underlying 7,492 ADSs issuable upon exercise of placement agent warrants at an exercise price of $10.125 per ADS issued in our private placement in September 2017.
	●	5,333,340 ordinary shares issuable upon the exercise of warrants to purchase 266,667 ADSs issued in our private placement in January 2018, at an exercise price of $12.00 per ADS;
	●	484,840 ordinary shares issuable upon the exercise of warrants to purchase 24,242 ADSs at an exercise price of $10.31 per ADS, issued in connection with our private placement in January 2018.

 

We maintain our 2014 Cellect Option Plan, which was adopted by our board of directors in February 2014 and is scheduled to expire in 2024. The 2014 Cellect Option Plan provides for the grant of options to our directors, officers, employees, consultants, advisers and service providers. As of February 5, 2018, 12,707,971 ordinary shares have been reserved for issuance under the 2014 Cellect Option Plan. As of February 5, 2018, an aggregate amount of 14,739,114 options to purchase 14,739,114 ordinary shares were granted, of which 3,415,824 expired or forfeited and 10,429,777 are outstanding. Of such outstanding options, options to purchase 2,810,891 ordinary shares were exercisable as of February 5, 2018, with a weighted average exercise price of NIS 1.34($0.40) per share, and will expire 10 years from the date of grant, during the years 2024 – 2028.

 

 

Articles of Association

 

The following are summaries of material provisions of our articles of association and the Companies Law insofar as they relate to the material terms of our ordinary shares.

 

Purposes and Objects of the Company

 

Our purpose is set forth in Section 2 of our articles of association and includes every lawful purpose.

 

Registration Number

 

Our number with the Israeli Registrar of Companies is 520036484.

 

Voting Rights

 

Holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote of shareholders at a shareholders meeting. Shareholders may vote at shareholders meetings either in person, by proxy or by written ballot. Israeli law does not allow public companies to adopt shareholder resolutions by means of written consent in lieu of a shareholders meeting. The board of directors shall determine and provide a record date for each shareholders meeting and all shareholders at such record date may vote. Unless stipulated differently in the Companies Law or in the articles of association, all shareholders’ resolutions shall be approved by a simple majority vote. Except as otherwise disclosed herein, an amendment to our articles of association requires the prior approval of a simple majority of our shares represented and voting at a general meeting.

 

Transfer of Shares

 

Our ordinary shares that are fully paid for are issued in registered form and may be freely transferred under our articles of association, unless the transfer is restricted or prohibited by applicable law or the rules of a stock exchange on which the shares are traded. See “Shares Eligible for Future Sale” with respect to the applicable U.S. law. The ownership or voting of our ordinary shares by non-residents of Israel is not restricted in any way by our articles of association or Israeli law, except for ownership by nationals of some countries that are, or have been, in a state of war with Israel.

 

The Powers of the Directors

 

Our board of directors directs our policy and supervises the performance of our Chief Executive Officer. Pursuant to the Companies Law and our articles of association, our board of directors may exercise all powers and take all actions that are not required under law or under our articles of association to be exercised or taken by our shareholders.

 

Amendment of Share Capital

 

Our articles of association enable us to increase or reduce our share capital. Any such changes are subject to the provisions of the Companies Law and must be approved by a resolution duly passed by our shareholders at a general or special meeting by voting on such change in the capital. In addition, transactions that have the effect of reducing capital, such as the declaration and payment of dividends in the absence of sufficient retained earnings and profits, require a resolution of our board of directors and court approval.

 

Dividends

 

Under Israeli law, we may declare and pay dividends only if, upon the determination of our board of directors, there is no reasonable concern that the distribution will prevent us from being able to meet the terms of our existing and foreseeable obligations as they become due. Under the Companies Law, the distribution amount is further limited to the greater of retained earnings or earnings generated over the two most recent years legally available for distribution according to our then last reviewed or audited financial statements, provided that the date of the financial statements is not more than six months prior to the date of distribution. In the event that we do not have retained earnings or earnings generated over the two most recent years legally available for distribution, we may seek the approval of the court in order to distribute a dividend. The court may approve our request if it determines that there is no reasonable concern that the payment of a dividend will prevent us from satisfying our existing and foreseeable obligations as they become due.

 

 

Shareholders Meetings

 

Under Israeli law, we are required to hold an annual general meeting of our shareholders once every calendar year and in any event no later than 15 months after the date of the previous annual general meeting. All meetings other than the annual general meeting of shareholders are referred to as special meetings. Our board of directors may call special meetings whenever it sees fit, at such time and place, within or outside of Israel, as it may determine. In addition, the Companies Law and our articles of association provide that our board of directors is required to convene a special meeting upon the written request of (1) any two of our directors or one quarter of the directors then in office; or (2) one or more shareholders holding, in the aggregate either (a) 5% of our issued share capital and 1% of our outstanding voting power, or (b) 5% of our outstanding voting power.

 

Subject to the provisions of the Companies Law and the regulations promulgated thereunder, shareholders entitled to participate and vote at general meetings are the shareholders of record on a date to be decided by the board of directors and in accordance with the Companies Law and its Regulations. Furthermore, the Companies Law and our articles of association require that resolutions regarding the following matters must be passed at a general meeting of our shareholders:

 

	●	amendments to our articles of association;
	●	appointment or termination of our auditors;
	●	appointment and dismissal of directors and external directors;
	●	approval of acts and transactions requiring general meeting approval pursuant to the Companies Law;
	●	director compensation, indemnification and change of the principal executive officer;
	●	increases or reductions of our authorized share capital;
	●	the exercise of our board of directors’ powers by a general meeting, if our board of directors is unable to exercise its powers and the exercise of any of its powers is required for our proper management; and
	●	authorizing the Chairman of the board of directors or his relative to act as the company’s Chief Executive Officer or act with such authority; or authorize the company’s Chief Executive Officer or his relative to act as the Chairman of the board of directors or act with such authority

 

The Companies Law requires that a notice of any annual or special shareholders meeting be provided at least 21 days prior to the meeting. In the event the agenda of the meeting includes the manners specified under bullets 3, 4, 5, 7 and 9 above, or the approval of transactions with office holders or interested or related parties, a notice must be provided at least 35 days prior to the meeting.

 

The Companies Law does not allow shareholders of publicly traded companies to approve corporate matters by written consent. Consequently, our articles of association do not allow shareholders to approve corporate matters by written consent.

 

Pursuant to our articles of association, holders of our ordinary shares have one vote for each ordinary share held on all matters submitted to a vote before the shareholders at a general meeting.

 

Quorum

 

The quorum required for our general meetings of shareholders consists of two or more shareholders present in person, by proxy or by other voting instrument in accordance with the Companies Law and our articles of association who hold or represent, in the aggregate, at least 33 1/3% of the total outstanding voting rights, within half an hour from the appointed time.

 

 

A meeting adjourned for lack of a quorum is adjourned to the same day in the following week at the same time and place or on a later date if so specified in the summons or notice of the meeting. At the reconvened meeting, and within half an hour from the appointed time, any number of our shareholders present in person or by proxy shall constitute a lawful quorum.

 

Resolutions

 

Our articles of association provide that all resolutions of our shareholders require a simple majority vote, unless otherwise required by applicable law.

 

Israeli law provides that a shareholder of a public company may vote in a meeting and in a class meeting by means of a written ballot in which the shareholder indicates how he or she votes on resolutions relating to the following matters:

 

●

an appointment or removal of directors;

 

	●	an approval of transactions with office holders or interested or related parties, that require shareholder approval;
	●	an approval of a merger;

 

●

authorizing the Chairman of the board of directors or his relative to act as the company’s Chief Executive Officer or act with such authority; or authorize the company’s Chief Executive Officer or his relative to act as the Chairman of the board of directors or act with such authority;

 

●

any other matter that is determined in the articles of association to be voted on by way of a written ballot. Our articles of association do not stipulate any additional matters; and

 

●

other matters which may be prescribed by Israel’s Minister of Justice.

 

The provision allowing the vote by written ballot does not apply where the voting power of the controlling shareholder is sufficient to determine the vote.

 

The Companies Law provides that a shareholder, in exercising his or her rights and performing his or her obligations toward the company and its other shareholders, must act in good faith and in a customary manner, and avoid abusing his or her power. This is required when voting at general meetings on matters such as changes to the articles of association, increasing the company’s registered capital, mergers and approval of certain interested or related party transactions. A shareholder also has a general duty to refrain from depriving any other shareholder of its rights as a shareholder. In addition, any controlling shareholder, any shareholder who knows that its vote can determine the outcome of a shareholder vote and any shareholder who, under such company’s articles of association, can appoint or prevent the appointment of an office holder or other power towards the company, is required to act with fairness towards the company. The Companies Law does not describe the substance of this duty except that the remedies generally available upon a breach of contract will also apply to a breach of the duty to act with fairness, and, to the best of our knowledge, there is no binding case law that addresses this subject directly.

 

Under the Companies Law, unless provided otherwise in a company’s articles of association, a resolution at a shareholders meeting requires approval by a simple majority of the voting rights represented at the meeting, in person, by proxy or written ballot, and voting on the resolution. Generally, a resolution for the voluntary winding up of the company requires the approval of holders of 75% of the voting rights represented at the meeting, in person, by proxy or by written ballot and voting on the resolution.

 

In the event of our liquidation, after satisfaction of liabilities to creditors, our assets will be distributed to the holders of our ordinary shares in proportion to their shareholdings. This right, as well as the right to receive dividends, may be affected by the grant of preferential dividend or distribution rights to the holders of a class of shares with preferential rights that may be authorized in the future.

 

 

Access to Corporate Records

 

Under the Companies Law, all shareholders of a company generally have the right to review minutes of the company’s general meetings, its shareholders register and principal shareholders register, articles of association, financial statements and any document it is required by law to file publicly with the Israeli Companies Registrar and the ISA. Any of our shareholders may request to review any document in our possession that relates to any action or transaction with a related party, interested party or office holder that requires shareholder approval under the Companies Law. We may deny a request to review a document if we determine that the request was not made in good faith, that the document contains a commercial secret or a patent or that the document’s disclosure may otherwise prejudice our interests.

 

Acquisitions under Israeli Law

 

Full Tender Offer

 

A person wishing to acquire shares of a public Israeli company and who would as a result hold over 90% of the target company’s issued and outstanding share capital is required by the Companies Law to make a tender offer to all of the company’s shareholders for the purchase of all of the issued and outstanding shares of the company. A person wishing to acquire shares of a public Israeli company and who would as a result hold over 90% of the issued and outstanding share capital of a certain class of shares is required to make a tender offer to all of the shareholders who hold shares of the same class for the purchase of all of the issued and outstanding shares of the same class. If the shareholders who do not accept the offer hold less than 5% of the issued and outstanding share capital of the company or of the applicable class, all of the shares that the acquirer offered to purchase will be transferred to the acquirer by operation of law (provided that a majority of the offerees that do not have a personal interest in such tender offer shall have approved the tender offer except that if the total votes to reject the tender offer represent less than 2% of the company’s issued and outstanding share capital, in the aggregate, approval by a majority of the offerees that do not have a personal interest in such tender offer is not required to complete the tender offer). However, a shareholder that had its shares so transferred may petition the court within six months from the date of acceptance of the full tender offer, whether or not such shareholder agreed to the tender or not, to determine whether the tender offer was for less than fair value and whether the fair value should be paid as determined by the court unless the acquirer stipulated in the tender offer that a shareholder that accepts the offer may not seek appraisal rights, so long as prior to the acceptance of the full tender offer, the acquirer and the company disclosed the information required by law in connection with the full tender offer. If the shareholders who did not accept the tender offer hold 5% or more of the issued and outstanding share capital of the company or of the applicable class, the acquirer may not acquire shares of the company that will increase its holdings to more than 90% of the company’s issued and outstanding share capital or of the applicable class from shareholders who accepted the tender offer.

 

Special Tender Offer

 

The Companies Law provides that an acquisition of shares of a public Israeli company must be made by means of a special tender offer if as a result of the acquisition the purchaser would become a holder of 25% or more of the voting rights in the company, unless one of the exemptions in the Companies Law is met. This rule does not apply if there is already another holder of at least 25% of the voting rights in the company. Similarly, the Companies Law provides that an acquisition of shares in a public company must be made by means of a tender offer if as a result of the acquisition the purchaser would become a holder of 45% or more of the voting rights in the company, if there is no other shareholder of the company who holds 45% or more of the voting rights in the company, unless one of the exemptions in the Companies Law is met.

 

A special tender offer must be extended to all shareholders of a company, but the offeror is not required to purchase shares representing more than 5% of the voting power attached to the company’s outstanding shares, regardless of how many shares are tendered by shareholders. A special tender offer may be consummated only if (i) at least 5% of the voting power attached to the company’s outstanding shares will be acquired by the offeror and (ii) the number of shares tendered in the offer exceeds the number of shares whose holders objected to the offer.

 

 

If a special tender offer is accepted, then the purchaser or any person or entity controlling it or under common control with the purchaser or such controlling person or entity may not make a subsequent tender offer for the purchase of shares of the target company and may not enter into a merger with the target company for a period of one year from the date of the offer, unless the purchaser or such person or entity undertook to effect such an offer or merger in the initial special tender offer.

 

Under regulations enacted pursuant to the Companies Law, the above special tender offer requirements may not apply to companies whose shares are listed for trading on a foreign stock exchange if, among other things, the relevant foreign laws or the rules of the stock exchange, include provisions limiting the percentage of control which may be acquired or that the purchaser is required to make a tender offer to the public. However, the ISA’s opinion is that such leniency does not apply with respect to companies whose shares are listed for trading on stock exchanges in the United States, including NASDAQ, which do not provide for sufficient legal restrictions on obtaining control or an obligation to make a tender offer to the public, therefore the special tender offer requirements shall apply to such companies.

 

Merger

 

The Companies Law permits merger transactions if approved by each party’s board of directors and, unless certain requirements described under the Companies Law are met, a majority of each party’s shares voted on the proposed merger at a shareholders meeting called with at least 35 days’ prior notice.

 

For purposes of the shareholder vote, unless a court rules otherwise, the merger will not be deemed approved if a majority of the shares represented at the shareholders meeting that are held by parties other than the other party to the merger, or by any person who holds 25% or more of the outstanding shares or the right to appoint 25% or more of the directors of the other party, vote against the merger. If the transaction would have been approved but for the separate approval of each class or the exclusion of the votes of certain shareholders as provided above, a court may still approve the merger upon the request of holders of at least 25% of the voting rights of a company, if the court holds that the merger is fair and reasonable, taking into account the value of the parties to the merger and the consideration offered to the shareholders.

 

Upon the request of a creditor of either party to the proposed merger, the court may delay or prevent the merger if it concludes that there exists a reasonable concern that, as a result of the merger, the surviving company will be unable to satisfy the obligations of any of the parties to the merger, and may further give instructions to secure the rights of creditors.

 

In addition, a merger may not be completed unless at least 50 days have passed from the date that a proposal for approval of the merger was filed by each party with the Israeli Registrar of Companies and 30 days have passed from the date the merger was approved by the shareholders of each party.

 

Antitakeover Measures

 

The Companies Law allows us to create and issue shares having rights different from those attached to our ordinary shares, including shares providing certain preferred rights, distributions or other matters and shares having preemptive rights. As of the date of this prospectus, we do not have any authorized or issued shares other than our ordinary shares. In the future, if we do create and issue a class of shares other than ordinary shares, such class of shares, depending on the specific rights that may be attached to them, may delay or prevent a takeover or otherwise prevent our shareholders from realizing a potential premium over the market value of their ordinary shares. The authorization of a new class of shares will require an amendment to our articles of association which requires the prior approval of the holders of a majority of our shares at a general meeting. Shareholders voting in such meeting will be subject to the restrictions provided in the Companies Law as described above.

 

 

DESCRIPTION OF AMERICAN DEPOSITARY SHARES AND WARRANTS

 

American Depositary Shares

 

The Bank of New York Mellon, as depositary, will register and deliver ADSs upon the exercise of any Warrants. Each ADS issued upon such exercise will represent 20 ordinary shares (or a right to receive 20 ordinary shares) deposited with the principal Tel Aviv office of either of Bank Leumi or Bank Hapoalim, as custodian for the depositary. Each ADS will also represent any other securities, cash or other property which may be held by the depositary. The depositary’s office at which the ADSs will be administered is located at 101 Barclay Street, New York, New York 10286. The Bank of New York Mellon’s principal executive office is located at 225 Liberty Street, New York, New York 10286.

 

You may hold ADSs either (a) directly (1) by having an American Depositary Receipt, also referred to as an ADR, which is a certificate evidencing a specific number of ADSs, registered in your name, or (2) by having uncertificated ADSs registered in your name, or (b) indirectly by holding a security entitlement in ADSs through your broker or other financial institution that is a direct or indirect participant in The Depository Trust Company, also called DTC. If you hold ADSs directly, you are a registered ADS holder, also referred to as an ADS holder. This description assumes you are an ADS holder. If you hold the ADSs indirectly, you must rely on the procedures of your broker or other financial institution to assert the rights of ADS holders described in this section. You should consult with your broker or financial institution to find out what those procedures are.

 

Registered holders of uncertificated ADSs will receive statements from the depositary confirming their holdings.

 

As an ADS holder, we will not treat you as one of our shareholders and you will not have shareholder rights. Israeli law governs shareholder rights. The depositary will be the holder of the ordinary shares underlying your ADSs. As a registered holder of ADSs, you will have ADS holder rights. A deposit agreement among us, the depositary, ADS holders and all other persons indirectly or beneficially holding ADSs sets out ADS holder rights as well as the rights and obligations of the depositary. New York law governs the deposit agreement and the ADSs.

 

The following is a summary of the material provisions of the deposit agreement. For more complete information, you should read the entire deposit agreement and the form of ADR. For directions on how to obtain copies of those documents see “Where You Can Find More Information”.

 

Dividends and Other Distributions

 

How will you receive dividends and other distributions on the shares?

 

The depositary has agreed to pay or distribute to ADS holders the cash dividends or other distributions it or the custodian receives on ordinary shares or other deposited securities, upon payment or deduction of its fees and expenses. You will receive these distributions in proportion to the number of ordinary shares your ADSs represent.

 

Cash.  The depositary will convert any cash dividend or other cash distribution we pay on the ordinary shares into U.S. dollars, if it can do so on a reasonable basis and can transfer the U.S. dollars to the United States. If that is not possible or if any government approval is needed and cannot be obtained, the deposit agreement allows the depositary to distribute the foreign currency only to those ADS holders to whom it is possible to do so. It will hold the foreign currency it cannot convert for the account of the ADS holders who have not been paid. It will not invest the foreign currency and it will not be liable for any interest.

 

Before making a distribution, the depositary will deduct any withholding taxes, or other required governmental charges. See “Taxation” below. The depositary will distribute only whole U.S. dollars and cents and will round fractional cents to the nearest whole cent. If the exchange rates fluctuate during a time when the depositary cannot convert the foreign currency, you may lose some or all of the value of the distribution.

 

Shares.  The depositary may distribute additional ADSs representing any ordinary shares we distribute as a dividend or free distribution. The depositary will only distribute whole ADSs. It will sell ordinary shares which would require it to deliver a fraction of an ADS (or ADSs representing those shares) and distribute the net proceeds in the same way as it does with cash. If the depositary does not distribute additional ADSs, the outstanding ADSs will also represent the new shares. The depositary may sell a portion of the distributed ordinary shares (or ADSs representing those shares) sufficient to pay its fees and expenses in connection with that distribution.

 

 

Rights to purchase additional shares.  If we offer holders of our securities any rights to subscribe for additional ordinary shares or any other rights, the depositary may (1) exercise those rights on behalf of ADS holders, (2) distribute those rights to ADS holders or (3) sell those rights and distribute the net proceeds to ADS holders, in each case after deduction or upon payment of its fees and expenses. To the extent the depositary does not do any of those things, it will allow the rights to lapse. In that case, you will receive no value for them. The depositary will exercise or distribute rights only if we ask it to and provide satisfactory assurances to the depositary that it is legal to do so. If the depositary will exercise rights, it will purchase the securities to which the rights relate and distribute those securities or, in the case of ordinary shares, new ADSs representing the new ordinary shares, to subscribing ADS holders, but only if ADS holders have paid the exercise price to the depositary. U.S. securities laws may restrict the ability of the depositary to distribute rights or ADSs or other securities issued on exercise of rights to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

 

Other Distributions.  The depositary will send to ADS holders anything else we distribute on deposited securities by any means it thinks is legal, fair and practical. If it cannot make the distribution in that way, the depositary has a choice. It may decide to sell what we distributed and distribute the net proceeds, in the same way as it does with cash. Or, it may decide to hold what we distributed, in which case ADSs will also represent the newly distributed property. However, the depositary is not required to distribute any securities (other than ADSs) to ADS holders unless it receives satisfactory evidence from us that it is legal to make that distribution. The depositary may sell a portion of the distributed securities or property sufficient to pay its fees and expenses in connection with that distribution. U.S. securities laws may restrict the ability of the depositary to distribute securities to all or certain ADS holders, and the securities distributed may be subject to restrictions on transfer.

 

The depositary is not responsible if it decides that it is unlawful or impractical to make a distribution available to any ADS holders. We have no obligation to register ADSs, shares, rights or other securities under the Securities Act. We also have no obligation to take any other action to permit the distribution of ADSs, shares, rights or anything else to ADS holders. This means that you may not receive the distributions we make on our ordinary shares or any value for them if it is illegal or impractical for us to make them available to you.

 

Deposit, Withdrawal and Cancellation

 

How are ADSs issued?

 

The depositary will deliver ADSs if you or your broker deposits ordinary shares or evidence of rights to receive ordinary shares with the custodian. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will register the appropriate number of ADSs in the names you request and will deliver the ADSs to or upon the order of the person or persons that made the deposit.

 

How can ADS holders withdraw the deposited securities?

 

You may surrender your ADSs for the purpose of withdrawal at the depositary’s office. Upon payment of its fees and expenses and of any taxes or charges, such as stamp taxes or stock transfer taxes or fees, the depositary will deliver the ordinary shares and any other deposited securities underlying the ADSs to the ADS holder or a person the ADS holder designates at the office of the custodian. Or, at your request, risk and expense, the depositary will deliver the deposited securities at its office, if feasible. The depositary may charge you a fee and its expenses for instructing the custodian regarding delivery of deposited securities.

 

How do ADS holders interchange between certificated ADSs and uncertificated ADSs?

 

You may surrender your ADR to the depositary for the purpose of exchanging your ADR for uncertificated ADSs. The depositary will cancel that ADR and will send to the ADS holder a statement confirming that the ADS holder is the registered holder of uncertificated ADSs. Upon receipt by the depositary of a proper instruction from a registered holder of uncertificated ADSs requesting the exchange of uncertificated ADSs for certificated ADSs, the depositary will execute and deliver to the ADS holder an ADR evidencing those ADSs.

 

 

Voting Rights

 

How do you vote?

 

ADS holders may instruct the depositary how to vote the number of deposited ordinary shares their ADSs represent. If we request the depositary to solicit your voting instructions (and we are not required to do so), the depositary will notify you of a shareholders’ meeting and send or make voting materials available to you. Those materials will describe the matters to be voted on and explain how ADS holders may instruct the depositary how to vote. For instructions to be valid, they must reach the depositary by a date set by the depositary.

 

The depositary will try, as far as practical, subject to the laws of Israel and the provisions of our articles of association or similar documents, to vote or to have its agents vote the ordinary shares or other deposited securities as instructed by ADS holders. If we do not request the depositary to solicit your voting instructions, you can still send voting instructions, and, in that case, the depositary may try to vote as you instruct, but it is not required to do so.

 

Except by instructing the depositary as described above, you won’t be able to exercise voting rights unless you surrender your ADSs and withdraw the ordinary shares. However, you may not know about the meeting enough in advance to withdraw the ordinary shares. In any event, the depositary will not exercise any discretion in voting deposited securities and it will only vote or attempt to vote as instructed.

 

We cannot assure you that you will receive the voting materials in time to ensure that you can instruct the depositary to vote your ordinary shares. In addition, the depositary and its agents are not responsible for failing to you may not be able to exercise voting rights and there may be nothing you can do if your ordinary shares are not voted as you requested. In order to give you a reasonable opportunity to instruct the depositary as to the exercise of voting rights relating to deposited securities, if we request the Depositary to act, we agree to give the depositary notice of any such meeting and details concerning the matters to be voted upon at least 60 days in advance of the meeting date.

 

Fees and Expenses

 

Persons depositing or withdrawing ordinary shares or ADS holders must pay:		For:
$5.00 (or less) per 100 ADSs (or portion of 100 ADSs)		Issuance of ADSs, including issuances resulting from a distribution of ordinary shares or rights or other property. Cancellation of ADSs for the purpose of withdrawal, including if the deposit agreement terminates
$.05 (or less) per ADS		Any cash distribution to ADS holders
A fee equivalent to the fee that would be payable if securities distributed to you had been ordinary shares and the ordinary shares had been deposited for issuance of ADSs		Distribution of securities distributed to holders of deposited securities (including rights) that are distributed by the depositary to ADS holders
$.05 (or less) per ADS per calendar year		Depositary services
Registration or transfer fees		Transfer and registration of ordinary shares on our share register to or from the name of the depositary or its agent when you deposit or withdraw ordinary shares
Expenses of the depositary		Cable, telex and facsimile transmissions (when expressly provided in the deposit agreement); converting foreign currency to U.S. dollars
Taxes and other governmental charges the depositary or the custodian has to pay on any ADSs or ordinary shares underlying ADSs, such as stock transfer taxes, stamp duty or withholding taxes		As necessary
Any charges incurred by the depositary or its agents for servicing the deposited securities		As necessary

 

 

 

The depositary collects its fees for delivery and surrender of ADSs directly from investors depositing ordinary shares or surrendering ADSs for the purpose of withdrawal or from intermediaries acting for them. The depositary collects fees for making distributions to investors by deducting those fees from the amounts distributed or by selling a portion of distributable property to pay the fees. The depositary may collect its annual fee for depositary services by deduction from cash distributions or by directly billing investors or by charging the book-entry system accounts of participants acting for them. The depositary may collect any of its fees by deduction from any cash distribution payable (or by selling a portion of securities or other property distributable) to ADS holders that are obligated to pay those fees. The depositary may generally refuse to provide fee-attracting services until its fees for those services are paid.

 

From time to time, the depositary may make payments to us to reimburse us for costs and expenses generally arising out of establishment and maintenance of the ADS program, waive fees and expenses for services provided to us by the depositary or share revenue from the fees collected from ADS holders. In performing its duties under the deposit agreement, the depositary may use brokers, dealers, foreign currency dealers or other service providers that are owned by or affiliated with the depositary and that may earn or share fees, spreads or commissions.

 

The depositary may convert currency itself or through any of its affiliates and, in those cases, acts as principal for its own account and not as agent, advisor, broker or fiduciary on behalf of any other person and earns revenue, including, without limitation, transaction spreads, that it will retain for its own account. The revenue is based on, among other things, the difference between the exchange rate assigned to the currency conversion made under the deposit agreement and the rate that the depositary or its affiliate receives when buying or selling foreign currency for its own account. The depositary makes no representation that the exchange rate used or obtained in any currency conversion under the deposit agreement will be the most favorable rate that could be obtained at the time or that the method by which that rate will be determined will be the most favorable to ADS holders, subject to the depositary’s obligations under the deposit agreement. The methodology used to determine exchange rates used in currency conversions is available upon request.

 

Payment of Taxes

 

You will be responsible for any taxes or other governmental charges payable on your ADSs or on the deposited securities represented by any of your ADSs. The depositary may refuse to register any transfer of your ADSs or allow you to withdraw the deposited securities represented by your ADSs until such taxes or other charges are paid. It may apply payments owed to you or sell deposited securities represented by your ADSs to pay any taxes owed and you will remain liable for any deficiency. If the depositary sells deposited securities, it will, if appropriate, reduce the number of ADSs to reflect the sale and pay to ADS holders any proceeds, or send to ADS holders any property, remaining after it has paid the taxes.

 

Tender and Exchange Offers; Redemption, Replacement or Cancellation of Deposited Securities

 

The depositary will not tender deposited securities in any voluntary tender or exchange offer unless instructed to do by an ADS holder surrendering ADSs and subject to any conditions or procedures the depositary may establish.

 

If deposited securities are redeemed for cash in a transaction that is mandatory for the depositary as a holder of deposited securities, the depositary will call for surrender of a corresponding number of ADSs and distribute the net redemption money to the holders of called ADSs upon surrender of those ADSs.

 

 

If there is any change in the deposited securities such as a sub-division, combination or other reclassification, or any merger, consolidation, recapitalization or reorganization affecting the issuer of deposited securities in which the depositary receives new securities in exchange for or in lieu of the old deposited securities, the depositary will hold those replacement securities as deposited securities under the deposit agreement. However, if the depositary decides it would not be lawful and to hold the replacement securities because those securities could not be distributed to ADS holders or for any other reason, the depositary may instead sell the replacement securities and distribute the net proceeds upon surrender of the ADSs.

 

If there is a replacement of the deposited securities and the depositary will continue to hold the replacement securities, the depositary may distribute new ADSs representing the new deposited securities or ask you to surrender your outstanding ADRs in exchange for new ADRs identifying the new deposited securities.

 

If there are no deposited securities underlying ADSs, including if the deposited securities are cancelled, or if the deposited securities underlying ADSs have become apparently worthless, the depositary may call for surrender or of those ADSs or cancel those ADSs upon notice to the ADS holders.

 

Amendment and Termination

 

How may the deposit agreement be amended?

 

We may agree with the depositary to amend the deposit agreement and the ADSs without your consent for any reason. If an amendment adds or increases fees or charges, except for taxes and other governmental charges or expenses of the depositary for registration fees, facsimile costs, delivery charges or similar items, or prejudices a substantial right of ADS holders, it will not become effective for outstanding ADSs until 30 days after the depositary notifies ADS holders of the amendment. At the time an amendment becomes effective, you are considered, by continuing to hold your ADSs, to agree to the amendment and to be bound by the ADRs and the deposit agreement as amended.

 

How may the deposit agreement be terminated?

 

The depositary will initiate termination of the deposit agreement if we instruct it to do so. The depositary may initiate termination of the deposit agreement if:

 

●

60 days have passed since the depositary told us it wants to resign but a successor depositary has not been appointed and accepted its appointment;

 

●

we delist our ordinary shares from an exchange on which they were listed and do not list the ordinary shares on another exchange;

 

●

we appear to be insolvent or enter insolvency proceedings all or substantially all the value of the deposited securities has been distributed either in cash or in the form of securities;

 

●

there are no deposited securities underlying the ADSs or the underlying deposited securities have become apparently worthless; or

 

●

there has been a replacement of deposited securities.

 

If the deposit agreement will terminate, the depositary will notify ADS holders at least 90 days before the termination date. At any time after the termination date, the depositary may sell the deposited securities. After that, the depositary will hold the money it received on the sale, as well as any other cash it is holding under the deposit agreement, unsegregated and without liability for interest, for the pro rata benefit of the ADS holders that have not surrendered their ADSs. Normally, the depositary will sell as soon as practicable after the termination date.

 

After the termination date and before the depositary sells, ADS holders can still surrender their ADSs and receive delivery of deposited securities, except that the depositary may refuse to accept a surrender for the purpose of withdrawing deposited securities if it would interfere with the selling process. The depositary may refuse to accept a surrender for the purpose of withdrawing sale proceeds until all the deposited securities have been sold. The depositary will continue to collect distributions on deposited securities, but, after the termination date, the depositary is not required to register any transfer of ADSs or distribute any dividends or other distributions on deposited securities to the ADSs holder (until they surrender their ADSs) or give any notices or perform any other duties under the deposit agreement except as described in this paragraph.

 

 

Limitations on Obligations and Liability

 

Limits on our Obligations and the Obligations of the Depositary; Limits on Liability to Holders of ADSs

 

The deposit agreement expressly limits our obligations and the obligations of the depositary. It also limits our liability and the liability of the depositary. We and the depositary:

 

●

are only obligated to take the actions specifically set forth in the deposit agreement without negligence or bad faith;

 

●

are not liable if we are or it is prevented or delayed by law or circumstances beyond our or its control from performing our or its obligations under the deposit agreement;

 

●

are not liable if we or it exercises discretion permitted under the deposit agreement;

 

●

are not liable for the inability of any holder of ADSs to benefit from any distribution on deposited securities that is not made available to holders of ADSs under the terms of the deposit agreement, or for any special, consequential or punitive damages for any breach of the terms of the deposit agreement;

 

●

have no obligation to become involved in a lawsuit or other proceeding related to the ADSs or the deposit agreement on your behalf or on behalf of any other person;

 

●

are not liable for the acts or omissions of any securities depository, clearing agency or settlement system; and

 

●

may rely upon any documents we believe or it believes in good faith to be genuine and to have been signed or presented by the proper person.

 

In the deposit agreement, we and the depositary agree to indemnify each other under certain circumstances.

 

Requirements for Depositary Actions

 

Before the depositary will deliver or register a transfer of ADSs, make a distribution on ADSs, or permit withdrawal of shares, the depositary may require:

 

●

payment of stock transfer or other taxes or other governmental charges and transfer or registration fees charged by third parties for the transfer of any ordinary shares or other deposited securities;

 

●

satisfactory proof of the identity and genuineness of any signature or other information it deems necessary; and

 

●

compliance with regulations it may establish, from time to time, consistent with the deposit agreement, including presentation of transfer documents.

 

The depositary may refuse to deliver ADSs or register transfers of ADSs when the transfer books of the depositary or our transfer books are closed or at any time if the depositary or we think it advisable to do so.

 

Your Right to Receive the Ordinary Shares Underlying your ADSs

 

ADS holders have the right to cancel their ADSs and withdraw the underlying ordinary shares at any time except:

 

●

when temporary delays arise because: (1) the depositary has closed its transfer books or we have closed our transfer books; (2) the transfer of ordinary shares is blocked to permit voting at a shareholders meeting; or (3) we are paying a dividend on our shares;

 

●

when you owe money to pay fees, taxes and similar charges; or

 

●

when it is necessary to prohibit withdrawals in order to comply with any laws or governmental regulations that apply to ADSs or to the withdrawal of ordinary shares or other deposited securities.

 

This right of withdrawal may not be limited by any other provision of the deposit agreement.

 

 

Pre-release of ADSs

 

The deposit agreement permits the depositary to deliver ADSs before deposit of the underlying shares. This is called a pre-release of the ADSs. The depositary may also deliver ordinary shares upon cancellation of pre-released ADSs (even if the ADSs are canceled before the pre-release transaction has been closed out). A pre-release is closed out as soon as the underlying ordinary shares are delivered to the depositary. The depositary may receive ADSs instead of ordinary shares to close out a pre-release. The depositary may pre-release ADSs only under the following conditions: (1) before or at the time of the pre-release, the person to whom the pre-release is being made represents to the depositary in writing that it or its customer owns the ordinary shares or ADSs to be deposited; (2) the pre-release is fully collateralized with cash or other collateral that the depositary considers appropriate; and (3) the depositary must be able to close out the pre-release on not more than five business days’ notice. In addition, the depositary will limit the number of ADSs that may be outstanding at any time as a result of pre-release, although the depositary may disregard the limit from time to time if it thinks it is appropriate to do so.

 

Direct Registration System

 

In the deposit agreement, all parties to the deposit agreement acknowledge that the Direct Registration System, or DRS, and Profile Modification System, or Profile, will apply to the ADSs. DRS is a system administered by DTC that facilitates interchange between registered holdings of uncertificated ADSs and holdings of security entitlements in ADSs through DTC and a DTC participant. Profile is a feature of DRS that allows a DTC participant, claiming to act on behalf of a registered holder of ADSs, to direct the depositary to register a transfer of those ADSs to DTC or its nominee and to deliver those ADSs to the DTC account of that DTC participant without receipt by the depositary of prior authorization from the ADS holder to register that transfer.

 

In connection with and in accordance with the arrangements and procedures relating to DRS/Profile, the parties to the deposit agreement understand that the depositary will not determine whether the DTC participant that is claiming to be acting on behalf of an ADS holder in requesting registration of transfer and delivery as described in the paragraph above has the actual authority to act on behalf of the ADS holder (notwithstanding any requirements under the Uniform Commercial Code). In the deposit agreement, the parties agree that the depositary’s reliance on and compliance with instructions received by the depositary through the DRS/Profile system and in accordance with the deposit agreement will not constitute negligence or bad faith on the part of the depositary.

 

Shareholder communications; inspection of register of holders of ADSs

 

The depositary will make available for your inspection at its office all communications that it receives from us as a holder of deposited securities that we make generally available to holders of deposited securities. The depositary will send you copies of those communications or otherwise make those communications available to you if we ask it to. You have a right to inspect the register of holders of ADSs, but not for the purpose of contacting those holders about a matter unrelated to our business or the ADSs.

 

September 2017 Financing Investor Warrants

 

The following is a brief summary of the investor warrants issued in connection with our September 2017 financing and is subject in all respects to the provisions contained in the warrants, the form filed as an exhibit to our Current Report on Form 6-K dated September 8, 2017.

 

Exercisability

 

The warrants are exercisable immediately upon issuance and at any time up to the date that is one year from the date of issuance. The warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise as discussed below), together with the ADS issuance fee of up to $0.05 per ADS and other applicable charges and taxes. Unless otherwise specified in the warrant, the holder does not have the right to exercise the warrants, in whole or in part, if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of our ordinary shares outstanding immediately after giving effect to the exercise, as such percentage is determined in accordance with the terms of the warrants.

 

 

Cashless Exercise

 

In the event that a registration statement covering the ADSs underlying the warrants is not effective or no current prospectus is available for the resale of the ADSs underlying the warrants, the holder may, in its sole discretion, exercise warrants and, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise the net number of ADSs determined according to the formula set forth in the warrant agreement. The issuance fee of up to $0.05 per ADS, as well as other applicable charges and taxes, are due and payable upon any cashless exercise.

 

Exercise Price

 

The exercise price per ADS purchasable upon exercise of the warrants is $12.07 per ADS and is subject to adjustments for share splits, reclassifications, subdivisions, and other similar transactions. In addition to the exercise price per ADS, the issuance fee of up to $0.05 per ADS and other applicable charges and taxes are due and payable upon exercise. The exercise price and the number of ADS issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, share dividends, share splits, share combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions of assets, including cash, share or other property to our shareholders.

 

Purchase Rights, Fundamental Transactions and Change of Control. 

 

If we sell or grant any rights to purchase share, warrants or securities or other property to our shareholders on a pro rata basis, we will provide the holders of warrants with the right to acquire, upon the same terms, the securities subject to such purchase rights as though the warrant had been exercised immediately prior to the declaration of such rights.  If we consummate any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation, the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or substantially all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for other securities or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have been entitled upon such consolidation, merger or other transaction.

 

Transferability

 

Subject to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with the appropriate instruments of transfer..

 

Exchange Listing.

 

We do not plan on making an application to list the warrants on The Nasdaq Capital Market, any national securities exchange or other nationally recognized trading system.

 

Rights as a Shareholder

 

Except as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights to purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares, including any voting rights, until they exercise their warrants.

 

 

September 2017 Financing Placement Agent Warrants

 

The following is a brief summary of the placement agent warrants issued in connection with our September 2017 financing and is subject in all respects to the provisions contained in the placement agent warrants, the form filed as an exhibit to the registration statement, of which this prospectus forms a part.

 

Exercisability

 

The warrants are exercisable immediately upon issuance and at any time up to the date that is one year from the date of issuance. The warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise as discussed below), together with the ADS issuance fee of up to $0.05 per ADS and other applicable charges and taxes. Unless otherwise specified in the warrant, the holder does not have the right to exercise the warrants, in whole or in part, if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of our ordinary shares outstanding immediately after giving effect to the exercise, as such percentage is determined in accordance with the terms of the warrants.

 

Cashless Exercise

 

In the event that a registration statement covering the ADSs underlying the warrants is not effective or no current prospectus is available for the resale of the ADSs underlying the warrants, the holder may, in its sole discretion, exercise warrants and, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise the net number of ADSs determined according to the formula set forth in the warrant agreement. The issuance fee of up to $0.05 per ADS, as well as other applicable charges and taxes, are due and payable upon any cashless exercise.

 

Exercise Price

 

The exercise price per ADS purchasable upon exercise of the warrants is $10.125 per ADS and is subject to adjustments for share splits, reclassifications, subdivisions, and other similar transactions. In addition to the exercise price per ADS, the issuance fee of up to $0.05 per ADS and other applicable charges and taxes are due and payable upon exercise. The exercise price and the number of ADS issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, share dividends, share splits, share combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions of assets, including cash, share or other property to our shareholders.

 

Purchase Rights, Fundamental Transactions and Change of Control. 

 

If we sell or grant any rights to purchase share, warrants or securities or other property to our shareholders on a pro rata basis, we will provide the holders of warrants with the right to acquire, upon the same terms, the securities subject to such purchase rights as though the warrant had been exercised immediately prior to the declaration of such rights.  If we consummate any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation, the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or substantially all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for other securities or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have been entitled upon such consolidation, merger or other transaction.

 

Transferability

 

Subject to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with the appropriate instruments of transfer. In addition, the holder (or permitted assignees under Rule 5110(g)(1)) of the placement agent warrants may not sell, transfer, assign, pledge, or hypothecate the warrants or the securities underlying these warrants, nor may they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the effective date or commencement of sales of the public offering of the ordinary shares represented by the ADSs issuable upon exercise of the warrants.

 

 

Exchange Listing.

 

We do not plan on making an application to list the warrants on The Nasdaq Capital Market, any national securities exchange or other nationally recognized trading system.

 

Rights as a Shareholder

 

Except as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights to purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares, including any voting rights, until they exercise their warrants.

 

January 2018 Financing Investor Warrants

 

The following is a brief summary of the investor warrants issued in connection with our January 2018 financing and is subject in all respects to the provisions contained in the warrants, the form filed as an exhibit to our Current Report on Form 6-K dated January 31, 2018.

 

Exercisability

 

The warrants are exercisable immediately upon issuance and at any time up to one (1) year following the earlier of (i) the effectiveness date of the registration statement of which this prospectus forms a part, and (ii) 6 months from the issuance date of those warrants. The warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise as discussed below), together with the ADS issuance fee of up to $0.05 per ADS and other applicable charges and taxes. Unless otherwise specified in the warrant, the holder does not have the right to exercise the warrants, in whole or in part, if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of our ordinary shares outstanding immediately after giving effect to the exercise, as such percentage is determined in accordance with the terms of the warrants.

 

 

Cashless Exercise

 

In the event that a registration statement covering the ADSs underlying the warrants is not effective or no current prospectus is available for the resale of the ADSs underlying the warrants, the holder may, in its sole discretion, exercise warrants and, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise the net number of ADSs determined according to the formula set forth in the warrant agreement. The issuance fee of up to $0.05 per ADS, as well as other applicable charges and taxes, are due and payable upon any cashless exercise.

 

Exercise Price

 

The exercise price per ADS purchasable upon exercise of the warrants is $12.00 per ADS and is subject to adjustments for share splits, reclassifications, subdivisions, and other similar transactions. In addition to the exercise price per ADS, the issuance fee of up to $0.05 per ADS and other applicable charges and taxes are due and payable upon exercise. The exercise price and the number of ADS issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, share dividends, share splits, share combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions of assets, including cash, share or other property to our shareholders.

 

Purchase Rights, Fundamental Transactions and Change of Control. 

 

If we sell or grant any rights to purchase share, warrants or securities or other property to our shareholders on a pro rata basis, we will provide the holders of warrants with the right to acquire, upon the same terms, the securities subject to such purchase rights as though the warrant had been exercised immediately prior to the declaration of such rights.  If we consummate any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation, the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or substantially all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for other securities or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have been entitled upon such consolidation, merger or other transaction.

 

Transferability

 

Subject to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with the appropriate instruments of transfer..

 

Exchange Listing.

 

We do not plan on making an application to list the warrants on The Nasdaq Capital Market, any national securities exchange or other nationally recognized trading system.

 

Rights as a Shareholder

 

Except as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights to purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares, including any voting rights, until they exercise their warrants.

 

 

January 2018 Financing Placement Agent Warrants

 

The following is a brief summary of the placement agent warrants issued in connection with our January 2018 financing and is subject in all respects to the provisions contained in the placement agent warrants, the form filed as an exhibit to the registration statement, of which this prospectus forms a part.

 

Exercisability

 

The warrants are exercisable immediately upon issuance and at any time up to one (1) year following the earlier of (i) the effectiveness date of the registration statement of which this prospectus forms a part, and (ii) 6 months from the issuance date of those warrants. The warrants are exercisable, at the option of each holder, in whole or in part by delivering to us a duly executed exercise notice accompanied by payment in full for the number of ADSs purchased upon such exercise (except in the case of a cashless exercise as discussed below), together with the ADS issuance fee of up to $0.05 per ADS and other applicable charges and taxes. Unless otherwise specified in the warrant, the holder does not have the right to exercise the warrants, in whole or in part, if the holder (together with its affiliates) would beneficially own in excess of 4.99% of the number of our ordinary shares outstanding immediately after giving effect to the exercise, as such percentage is determined in accordance with the terms of the warrants.

 

Cashless Exercise

 

In the event that a registration statement covering the ADSs underlying the warrants is not effective or no current prospectus is available for the resale of the ADSs underlying the warrants, the holder may, in its sole discretion, exercise warrants and, in lieu of making the cash payment otherwise contemplated to be made to us upon such exercise in payment of the aggregate exercise price, elect instead to receive upon such exercise the net number of ADSs determined according to the formula set forth in the warrant agreement. The issuance fee of up to $0.05 per ADS, as well as other applicable charges and taxes, are due and payable upon any cashless exercise.

 

Exercise Price

 

The exercise price per ADS purchasable upon exercise of the warrants is $10.31 per ADS and is subject to adjustments for share splits, reclassifications, subdivisions, and other similar transactions. In addition to the exercise price per ADS, the issuance fee of up to $0.05 per ADS and other applicable charges and taxes are due and payable upon exercise. The exercise price and the number of ADS issuable upon exercise of the warrants is subject to appropriate adjustment in the event of recapitalization events, share dividends, share splits, share combinations, reclassifications or similar events affecting our ordinary shares, and also upon any distributions of assets, including cash, share or other property to our shareholders.

 

Purchase Rights, Fundamental Transactions and Change of Control. 

 

If we sell or grant any rights to purchase share, warrants or securities or other property to our shareholders on a pro rata basis, we will provide the holders of warrants with the right to acquire, upon the same terms, the securities subject to such purchase rights as though the warrant had been exercised immediately prior to the declaration of such rights.  If we consummate any fundamental transaction, as described in the warrants and generally including any consolidation or merger into another corporation, the consummation of a transaction whereby another entity acquires more than 50% of our outstanding ordinary shares, the sale of all or substantially all of our assets, or another transaction in which our ordinary shares are converted into or exchanged for other securities or other consideration, the holder of warrants will thereafter receive upon exercise of the warrants the securities or other consideration to which a holder of the number of ordinary shares then deliverable upon the exercise or conversion of such warrants would have been entitled upon such consolidation, merger or other transaction.

 

Transferability

 

Subject to certain transfer restrictions, the warrants may be transferred at the option of the holder upon surrender of the warrants with the appropriate instruments of transfer. In addition, the holder (or permitted assignees under Rule 5110(g)(1)) of the placement agent warrants may not sell, transfer, assign, pledge, or hypothecate the warrants or the securities underlying these warrants, nor may they engage in any hedging, short sale, derivative, put, or call transaction that would result in the effective economic disposition of the warrants or the underlying securities for a period of 180 days from the effective date or commencement of sales of the public offering of the ordinary shares represented by the ADSs issuable upon exercise of the warrants.

 

 

Exchange Listing.

 

We do not plan on making an application to list the warrants on The Nasdaq Capital Market, any national securities exchange or other nationally recognized trading system.

 

Rights as a Shareholder

 

Except as otherwise provided in the warrants (such as the rights described above of a warrant holder upon our sale or grant of any rights to purchase shares, warrants or securities or other property to our shareholders on a pro rata basis) or by virtue of such holder’s ownership of our ordinary shares, the holders of the warrants do not have the rights or privileges of holders of our ordinary shares, including any voting rights, until they exercise their warrants.

 

PLAN OF DISTRIBUTION

 

We are registering the ordinary shares represented by ADSs issuable upon exercise of the investor warrants and placement agent warrants issued in our September 2017 and January 2018 private placements to permit the resale of these ordinary shares represented by ADSs by the holders of these warrants from time to time after the date of this prospectus. We will not receive any of the proceeds from the sale by the selling shareholders of the ordinary shares represented by ADSs other than proceeds from the cash exercise of the warrants and placement agent warrants. We will bear all fees and expenses incident to our obligation to register the ordinary shares represented by ADSs.

 

The selling shareholders may sell all or a portion of the ordinary shares represented by ADSs beneficially owned by them and offered hereby from time to time directly or through one or more underwriters, broker-dealers or agents. If the ordinary shares represented by ADSs are sold through underwriters or broker-dealers, the selling shareholders will be responsible for underwriting discounts or commissions or agent's commissions. The ordinary shares represented by ADSs may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the sale, at varying prices determined at the time of sale, or at negotiated prices. These sales may be effected in transactions, which may involve crosses or block transactions. The selling shareholders may use any one or more of the following methods when selling shares:

 

	●	on any national securities exchange or quotation service on which the securities may be listed or quoted at the time of sale;
	●	in the over-the-counter market;
	●	in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
	●	through the writing of options, whether such options are listed on an options exchange or otherwise;
	●	ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
	●	block trades in which the broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
	●	purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
	●	an exchange distribution in accordance with the rules of the applicable exchange;

 

 

	●	privately negotiated transactions;
	●	short sales;
	●	sales pursuant to Rule 144;
	●	broker-dealers may agree with the selling securityholders to sell a specified number of such shares at a stipulated price per share;
	●	a combination of any such methods of sale; and
	●	any other method permitted pursuant to applicable law.

 

If the selling shareholders effect such transactions by selling ordinary shares represented by ADSs to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the selling shareholders or commissions from purchasers of the ordinary shares represented by ADSs for whom they may act as agent or to whom they may sell as principal (which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types of transactions involved). In connection with sales of ordinary shares represented by ADSs or otherwise, the selling shareholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the ordinary shares represented by ADSs in the course of hedging in positions they assume. The selling shareholders may also sell ordinary shares represented by ADSs short and deliver ordinary shares represented by ADSs covered by this prospectus to close out short positions and to return borrowed shares in connection with such short sales. The selling shareholders may also loan or pledge ordinary shares represented by ADSs to broker-dealers that in turn may sell such shares.

 

The selling shareholders may pledge or grant a security interest in some or all of the warrants, placement agent warrants or ADSs owned by them and, if they default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the ordinary shares represented by ADSs from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act of 1933, as amended, amending, if necessary, the list of selling shareholders to include the pledgee, transferee or other successors in interest as selling shareholders under this prospectus. The selling shareholders also may transfer and donate the ordinary shares represented by ADSs in other circumstances in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes of this prospectus.

 

The selling shareholders and any broker-dealer participating in the distribution of the ordinary shares represented by ADSs may be deemed to be "underwriters" within the meaning of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the ordinary shares represented by ADSs is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of ordinary shares represented by ADSs being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the selling shareholders and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers.

 

Under the securities laws of some states ordinary shares represented by ADSs may be sold in such states only through registered or licensed brokers or dealers. In addition, in some states ordinary shares represented by ADSs may not be sold unless such ordinary shares have been registered or qualified for sale in such state or an exemption from registration or qualification is available and is complied with.

 

There can be no assurance that any selling shareholder will sell any or all of the ordinary shares represented by ADSs registered pursuant to the registration statement, of which this prospectus forms a part.

 

 

The selling shareholders and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act, and the rules and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the ordinary shares represented by ADSs by the selling shareholders and any other participating person. Regulation M may also restrict the ability of any person engaged in the distribution of the ordinary shares represented by ADSs to engage in market-making activities with respect to the ordinary shares represented by ADSs. All of the foregoing may affect the marketability of the ordinary shares represented by ADSs and the ability of any person or entity to engage in market-making activities with respect to the ordinary shares represented by ADSs.

 

We will pay all expenses of the registration of the ordinary shares represented by ADSs, estimated to be $60,000 in total, including, without limitation, Securities and Exchange Commission filing fees and expenses of compliance with state securities or "blue sky" laws; provided, however, that a selling shareholder will pay all underwriting discounts and selling commissions, if any.

 

Once sold under the registration statement, of which this prospectus forms a part, the ordinary shares represented by ADSs will be freely tradable in the hands of persons other than our affiliates.

 

EXPERTS

 

The consolidated financial statements of Cellect Biotechnology Ltd. and its subsidiaries as of December 31, 2016 and 2015 and for each of the three years in the period ended December 31, 2016 incorporated by reference in this prospectus have been audited by Kost, Forer, Gabbay & Kasierer, a member of Ernst &Young Global, an independent registered public accounting firm, as set forth in their report thereon (which contains an explanatory paragraph describing conditions that raise substantial doubt about the Company’s ability to continue as a going concern as described in Note 1 b to the consolidated financial statements), included therein, and incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing.

 

LEGAL MATTERS

 

McDermott Will & Emery LLP, New York, New York, has passed upon certain legal matters regarding the securities offered hereby under U.S. law, and Doron Tikotzky Kantor Gutman & Amit Gross, Bnei Brak, Israel, has passed upon certain legal matters regarding the securities offered hereby under Israeli law. If the securities are distributed in an underwritten offering, certain legal matters will be passed upon for the underwriters by counsel identified in the applicable prospectus supplement.

 

WHERE YOU CAN FIND MORE INFORMATION

 

We have filed with the SEC a registration statement on Form F-1, including amendments and relevant exhibits and schedules, under the Securities Act covering the ordinary shares represented by ADSs to be sold in this offering. This prospectus, which constitutes a part of the registration statement, summarizes material provisions of contracts and other documents that we refer to in the prospectus. Since this prospectus does not contain all of the information contained in the registration statement, you should read the registration statement and its exhibits and schedules for further information with respect to us and our ordinary shares and the ADSs. You may review and copy the registration statement, reports and other information we file at the SEC’s public reference room at 100 F Street, N.E., Washington, D.C. 20549. You may also request copies of these documents upon payment of a duplicating fee by writing to the SEC. For further information on the public reference facility, please call the SEC at 1-800-SEC-0330. Our SEC filings, including the registration statement, are also available to you on the SEC’s Web site at http://www.sec.gov.

 

In addition, since our ordinary shares were traded on the TASE, in the past we filed Hebrew language periodic and immediate reports with, and furnished information to, the TASE and the Israel Securities Authority, or the ISA, as required under Chapter Six of the Israel Securities Law, 1968. Copies of our filings with the ISA can be retrieved electronically through the MAGNA distribution site of the Israeli Securities Authority (www.magna.isa.gov.il) and the TASE website (maya.tase.co.il).

 

 

We are subject to the information reporting requirements of the Exchange Act that are applicable to foreign private issuers, and under those requirements we file reports with the SEC. Those other reports or other information may be inspected without charge at the locations described above. As a foreign private issuer, we are exempt from the rules under the Exchange Act related to the furnishing and content of proxy statements, and our officers, directors and principal shareholders are exempt from the reporting and short-swing profit recovery provisions contained in Section 16 of the Exchange Act. In addition, we are not required under the Exchange Act to file annual, quarterly and current reports and financial statements with the SEC as frequently or as promptly as United States companies whose securities are registered under the Exchange Act. However, we file with the SEC, within four months after the end of each fiscal year, or such applicable time as required by the SEC, an annual report on Form 20-F containing financial statements audited by an independent registered public accounting firm, and submit to the SEC, on Form 6-K, unaudited quarterly financial information for the first three quarters of each fiscal year within 60 days after the end of each such quarter, or such applicable time as required by the SEC.

 

INCORPORATION BY REFERENCE

 

We are allowed to incorporate by reference the information we file with the SEC, which means that we can disclose important information to you by referring to those documents. The information incorporated by reference is considered to be part of this prospectus. We incorporate by reference in this prospectus the documents listed below:

 

	(1)	Our Annual Report on Form 20-F for the year ended December 31, 2016 filed with the SEC on March 23, 2017;
	(2)	Our Form 6-Ks filed with the SEC on 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,  August 1, 2017 August 21, 2017, September 5, 2017, September 8, 2017, October 19, 2017, October 25, 2017, November 2, 2017, November 22, 2017, November 28, 2017, December 14, 2017, January 4, 2018, January 16, 2018, January 29, 2018 and January 31, 2018  (in each case, to the extent expressly incorporated by reference into our Registration Statement on Form S-8 (File No. 333-214817)); and
	(3)	The description of our ADSs and ordinary shares contained in our Form 8-A filed with the SEC on July 27, 2016 including any amendment or report filed for the purpose of updating such description..

 

The information relating to us contained in this prospectus does not purport to be comprehensive and should be read together with the information contained in the documents incorporated or deemed to be incorporated by reference in this prospectus.

 

As you read the above documents, you may find inconsistencies in information from one document to another. If you find inconsistencies between the documents and this prospectus, you should rely on the statements made in the most recent document. All information appearing in this prospectus is qualified in its entirety by the information and financial statements, including the notes thereto, contained in the documents incorporated by reference herein.

 

We will provide to each person, including any beneficial owner, to whom this prospectus is delivered, a copy of these filings, at no cost, upon written or oral request to us at the following address:

 

Cellect Biotechnology Ltd. 23 Hata’as Street Kfar Saba, Israel 44425 (972) (9) 974-1444 Attention: Investor Relations

 

You also may access the incorporated reports and other documents referenced above on our website at www.cellect.com. The information contained on, or that can be accessed through, our website is not part of this prospectus.

 

You should rely only on the information contained or incorporated by reference in this prospectus or a prospectus supplement.  We have not authorized any other person to provide you with different information.  If anyone provides you with different or inconsistent information, you should not rely on it.  We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted. You should assume that the information appearing in this prospectus is accurate only as of the date on the front cover of this prospectus, or such earlier date, that is indicated in this prospectus. Our business, financial condition, results of operations and prospects may have changed since that date.

 

 

INDEMNIFICATION FOR SECURITIES ACT LIABILITIES

 

Insofar as indemnification for liabilities arising under the Securities Act may be permitted to our directors, officers and controlling persons pursuant to the foregoing provisions, or otherwise, we have been informed that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable.

 

ENFORCEABILITY OF CIVIL LIABILITIES

 

We are incorporated under the laws of the State of Israel. Service of process upon us and upon our directors and officers and the Israeli experts named in the registration statement of which this prospectus forms a part, substantially all of whom reside outside of the United States, may be difficult to obtain within the United States. Furthermore, because substantially all of our assets and substantially all of our directors and officers are located outside of the United States, any judgment obtained in the United States against us or any of our directors and officers may not be collectible within the United States.

 

We have been informed by our legal counsel in Israel, Doron Tikotzky Kantor Gutman & Amit Gross, that it may be difficult to assert U.S. securities law claims in original actions instituted in Israel. Israeli courts may refuse to hear a claim based on a violation of U.S. securities laws because Israel is not the most appropriate forum to bring such a claim. In addition, even if an Israeli court agrees to hear a claim, it may determine that Israeli law and not U.S. law is applicable to the claim. If U.S. law is found to be applicable, the content of applicable U.S. law must be proved as a fact which can be a time-consuming and costly process. Certain matters of procedure will also be governed by Israeli law.

 

Subject to specified time limitations and legal procedures, Israeli courts may enforce a U.S. judgment in a civil matter which, subject to certain exceptions, is non-appealable, including judgments based upon the civil liability provisions of the Securities Act and the Exchange Act and including a monetary or compensatory judgment in a non-civil matter, provided that among other things:

 

●

the judgment is obtained after due process before a court of competent jurisdiction, according to the laws of the state in which the judgment is given and the rules of private international law currently prevailing in Israel;

 

●

the judgment is final and is not subject to any right of appeal;

  

●

the prevailing law of the foreign state in which the judgment was rendered allows for the enforcement of judgments of Israeli courts and the substance of the judgment is not contrary to public policy; and

 

●

the judgment is executory in the state in which it was given.

 

Even if these conditions are met, an Israeli court will not declare a foreign civil judgment enforceable if:

 

●

the judgment was given in a state whose laws do not provide for the enforcement of judgments of Israeli courts (subject to exceptional cases);

 

●

the judgment was obtained by fraud;

 

●

the possibility given to the defendant to bring its arguments and evidence before the court was not reasonable in the opinion of the Israeli court;

 

●

the judgment was rendered by a court not competent to render it according to the laws of private international law as they apply in Israel;

 

●

the judgment is contradictory to another judgment that was given in the same matter between the same parties and that is still valid; or

 

●

at the time the action was brought in the foreign court, a lawsuit in the same matter and between the same parties was pending before a court or tribunal in Israel.

 

If a foreign judgment is enforced by an Israeli court, it generally will be payable in Israeli currency, which can then be converted into non-Israeli currency and transferred out of Israel. The usual practice in an action before an Israeli court to recover an amount in a non-Israeli currency is for the Israeli court to issue a judgment for the equivalent amount in Israeli currency at the rate of exchange in force on the date of the judgment, but the judgment debtor may make payment in foreign currency. Pending collection, the amount of the judgment of an Israeli court stated in Israeli currency ordinarily will be linked to the Israeli consumer price index plus interest at the annual statutory rate set by Israeli regulations prevailing at the time. Judgment creditors must bear the risk of unfavorable exchange rates.

  

 

 

 

February 8, 2018