SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

SCHEDULE 13G/A

(Rule 13d-102)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(b), (c) AND

 (d) AND AMENDMENTS THEREOF FILED PURSUANT TO § 240.13d-2

UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 2)*

Cellect Biotechnology Ltd.

(Name of Issuer)

 

American Depositary Shares, each representing twenty Ordinary Shares, no par value

 (Title of Class of Securities)

 

15116C102

 (CUSIP Number)

 

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 15116C102

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CUSIP No. 15116C102

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Item 1(a).        Name of Issuer:

   Cellect Biotechnology Ltd.

 

Item 1(b).        Address of Issuer’s Principal Executive Offices:

 

   23 Hata’as Street, Kfar Saba, Israel 44425.

Item 2(a).        Name of Person Filing:

 

   This Statement is filed by:

(1) Ilan Holdings (M&I) Ltd.

   The foregoing entities are collectively referred to as the "Reporting Persons" in this Statement.

 

Item 2(b).        Address of Principal Offices or, if None, Residence:

 

Ilan Holdings (M&I) Ltd. – Lev Hasharon Industrial Park, Kadima, P.O. Box 5062, Israel 6092000

 

Item 2(c).        Citizenship:

 

Item 2(d).        Title of Class of Securities:

 

   American Depositary Shares, each representing twenty Ordinary Shares Ordinary Shares, no par value (“Ordinary Shares”).

 

Item 2(e).        CUSIP Number:

 

   15116C102

Item 3.

If the Statement is being filed pursuant to Rule 13d‑1(b) or 13d‑2(b) or (c), check whether the filing person is a:

   Not applicable.

Item 4.            Ownership.

 

(b)          Percent of class:

 

11.1%

 

(c)          Number of shares as to which such person has:

 

       (i)         Sole power to vote or direct the vote: 14,489,100

 

       (ii)        Shared power to vote or direct the vote: 0

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13G/A

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       (iii)       Sole power to dispose or to direct the disposition of: 14,489,100

 

       (iv)       Shared power to dispose or to direct the disposition of: 0

 

Item 5.               Ownership of Five Percent or Less of a Class.

 

If this statement is being filed to report the fact that as of the date hereof the reporting person had ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ☐.

 

Item 6.               Ownership of More than Five Percent on Behalf of Another Person.

 

   Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.

 

   Not applicable.

 

Item 8.               Identification and Classification of Members of the Group.

 

   Not applicable.

 

Item 9.               Notice of Dissolution of Group.

 

   Not applicable.

 

Item 10.            Certification.

 

   Not applicable.

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13G/A

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SIGNATURES

 

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

February 14, 2019

JOINT FILING AGREEMENT

The undersigned acknowledge and agree that the foregoing statement on Schedule 13G is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13G may be filed on behalf of each of the undersigned without the necessity of filing additional joint filing agreements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him or it contained herein and therein, but shall not be responsible for the completeness and accuracy of the information concerning the others, except to the extent that he or it knows or has reason to believe that such information is inaccurate.

Ilan Holdings (M&I) Ltd. By: /s/   Arrow Pride (Eran Ilan) Name: Arrow Pride (Eran Ilan) Title: Director Arrow Pride (Eran Ilan) /s/ Arrow Pride (Eran Ilan)

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