Tel Aviv, October 15, 2021 (GLOBE NEWSWIRE) – Cellect Biotechnology Ltd. (NASDAQ: âAPOPâ) (the âCompanyâ), today announced the registration date and distribution date of the Conditional Value Rights (the âCVRsâ) to be distributed in connection with the Strategic Merger previously announced with owned Quoin Pharmaceuticals, Inc., a specialty pharmaceutical company focused on rare and orphan diseases (the âMergerâ) and the sale of the Company’s subsidiary, Cellect Biotherapeutics Ltd., to EnCellX, Inc., a company private company based in San Diego, CA (the âShare Transferâ).
Upon completion of the merger and share transfer, the custodian of the Company’s US Depository Shares (âADSâ), as the holder of the Company’s Common Shares, will be entitled to one CVR for each Common Share in circulation. Following the closings, in accordance with the Custodian Agreement governing ADSs, the Custodian will distribute CVRs on a pro rata basis to registered ADS holders at the close of trade on the business day immediately preceding the closings (âEligible ADS Holdersâ). . Subject to the satisfaction or waiver of all closing conditions, the Company expects the merger and transfer of shares to close on October 28, 2021, the registration date on which the depositary will be entitled to the CVR and eligible ADS holders will be determined. will be October 27, 2021, and the date of distribution of CVRs by the Custodian to eligible ADS Holders will be November 5, 2021.
Following completion of the Merger, the Company will be renamed Quoin Pharmaceuticals, Ltd., and will be listed on the Nasdaq Capital Market under the symbol âQNRXâ.
As described in the Company’s proxy statement dated August 10, 2021, for the extraordinary general meeting of shareholders of the Company, the receipt of CVRs may have tax and other consequences for CVR holders. Each Holder should consult a tax advisor regarding the tax consequences to that Holder. The Company expects the CVR Contingent Entitlement Agreement (the âCVR Agreementâ), to be executed by the Company, Eyal Leibovitz (as Representative) and Computershare Trust Company, NA (as Rights Agent) in connection with the closing of the merger and transfer of shares, will provide that each CVR holder will be able to abandon the CVRs of this holder at any time, at the option of this holder. holder, by transferring these CVRs to the Company without consideration for such a transfer.
CVRs, if and when distributed, will not be transferable except in limited circumstances. The CVR Agreement will provide that a CVR holder may not sell, assign, transfer, pledge, encumber or otherwise dispose of such holder’s CVRs, other than by virtue of a surrender (as described above. ) or other authorized transfer described in the CVR Agreement. . Authorized transfers will include a transfer of one or more CVRs (i) by the Custodian to eligible ADS Holders (as described above); (ii) in the event of death by will or intestate; (iii) by deed to an inter vivos or testamentary trust in which the CVRs are to be transmitted to the beneficiaries on the death of the trustee; (iv) made under a court order; (v) made by operation of law (including a consolidation or merger) or without consideration in connection with the dissolution, liquidation or termination of any company, limited liability company, partnership or other entity; and (vi) in the case of CVRs payable to an agent, from an agent to a beneficial owner (and, where applicable, through an intermediary) or from such agent to another agent for the same beneficial owner.
About Cellect Biotechnology Ltd.
Cellect Biotechnology (APOP) has developed a revolutionary technology for the selection of stem cells from any tissue, which aims to improve a variety of cell therapies.
The Company’s technology is expected to provide researchers, the clinical community and pharmaceutical companies with the tools to rapidly isolate specific cells in quantity and quality, enabling cellular treatments and procedures in a wide variety of regenerative medicine applications. . The Company’s current clinical trial targets bone marrow transplants for the treatment of cancer.
This press release contains forward-looking statements about the expectations, beliefs and intentions of the Company. Forward-looking statements can be identified by the use of forward-looking words such as “believe”, “expect”, “intend”, “plan”, “might”, “should”, “might”, “could”, “search”, “target”, “will”, “plan”, “foresee”, “continue” or “anticipate” or their negatives or variations of these or other comparable words or by the fact that these statements do not relate strictly to historical questions. For example, forward-looking statements are used in this press release when discussing Cellect’s expectations regarding the timing of the start of its expected clinical trial in the United States and its plan to reduce operating costs. These forward-looking statements and their implications are based on the current expectations of the management of the Company only and are subject to a number of factors and uncertainties which could cause actual results to differ materially from those described in the forward-looking statements. . In addition, historical results or the conclusions of scientific research and clinical studies do not guarantee that future results will suggest similar conclusions or that the historical results referred to here would be interpreted in the same way in the light of research. additional or otherwise. The following factors, among others, could cause actual results to differ materially from those described in forward-looking statements: the Company’s loss history and its need for additional capital to fund its operations and its inability to raise capital additional on acceptable terms, or at all; the Company’s ability to continue to operate; uncertainties in cash flow and inability to meet working capital requirements; the Company’s ability to obtain regulatory approvals; the Company’s ability to achieve favorable preclinical and clinical trial results; the Company’s technology may not be validated and its methods may not be accepted by the scientific community; difficulties in recruiting patients in the Company’s clinical trials; the ability to source in a timely manner for an adequate supply of FasL; risks resulting from unforeseen side effects; the Company’s ability to establish and maintain strategic partnerships and other corporate collaborations; the extent of protection that the Company is able to establish and maintain for intellectual property rights and its ability to conduct business without infringing the intellectual property rights of others; the Company’s competitive businesses, technologies and industry; unforeseen scientific difficulties may arise with the Company’s technology; the Company’s ability to retain or attract key employees whose knowledge is essential to the development of its products; and the Company’s ability to pursue any strategic transaction or that any transaction, if pursued, will be completed. Any forward-looking statement in this press release speaks only as of the date of this press release. The Company assumes no obligation to update or publicly review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as required by applicable securities laws. More detailed information on the risks and uncertainties affecting the Company is contained in the âRisk Factorsâ section of the annual report of Cellect Biotechnology Ltd. on Form 20-F for the fiscal year ended December 31, 2020 filed with the US Securities and Exchange. Commission, or SEC, which is available on the SEC’s website, www.sec.gov, and in the Company’s periodic documents with the SEC.
Cellect Biotechnology Ltd.
Shai Yarkoni, Chairman and CEO
EVC SARL Group
STEM CELL ACTIVATION