Cellect Biotechnology Announces Shareholder Approval of Strategic Merger with Quoin Pharmaceuticals
27 Setembro 2021 - 10:10AM
Cellect Biotechnology Ltd. (NASDAQ: "APOP"), announced shareholders
voted to approve the previously announced strategic merger
agreement with privately-held Quoin Pharmaceuticals, a specialty
pharmaceutical company focused on rare and orphan diseases, and all
other proposals presented at the Special General Meeting of
shareholders held on September 26, 2021, including the sale of the
Company’s subsidiary, Cellect Biotherapeutics Ltd, to EnCellX Inc.
, a privately held company based in San Diego, CA.
Approximately 99% of the votes cast on the
strategic merger agreement at the Special General Meeting voted in
favor of approving the proposal. The Company has filed the results
of the Special General Meeting, as tabulated by an independent
inspector of election, in a Current Report on Form 6-K with the
U.S. Securities and Exchange Commission (the “SEC”).
Subject to the satisfaction or waiver of all
other closing conditions, the strategic merger is expected to close
in October, 2021. The Agreement and Plan of Merger and
Reorganization has been amended by the parties therein to extend
the Outside Date thereunder from September 30, 2021 to November 1,
2021. The Amended and Restated Share Transfer Agreement has also
been amended to extend the outside closing date of the share
transfer to November 1, 2021. Following the completion of the
strategic merger, Cellect will be renamed Quoin Pharmaceuticals,
Ltd., and will trade on the Nasdaq Capital Market under the symbol
“QNRX”.
The sale of the intellectual property (IP) to
EnCellX will be concurrent with the closing of the strategic merger
with Quoin Pharmaceuticals, allowing for the seamless development
of ApoGraft and continuation of the Phase 1/2 clinical trial being
performed at Washington University for patients with hematological
malignancies who are undergoing a haploidentical Bone Marrow
Transplantation (BMT).
On September 21, 2021, the Company received a
notice of non-compliance from Nasdaq Stock Market, LLC (“Nasdaq”).
The notice states that the Company no longer complies with Nasdaq
Rule 5550(b)(1) (the “Listing Rule”) for continued listing. Based
on the Company’s reported financial results for the six-month
period ended June 30, 2021, the Company does not meet the
requirement of the Listing Rule to maintain a minimum stockholders’
equity of $2,500,000. In addition, as of September 20, 2021, the
Company does not meet the Listing Rule’s alternatives for continued
listing based on market value of listed securities or net income
from continuing operations. The Company intends to submit a plan to
regain compliance to Nasdaq by November 5, 2021.
About Cellect Biotechnology
Ltd.
Cellect Biotechnology (APOP) has developed a
breakthrough technology, for the selection of stem cells from any
given tissue, that aims to improve a variety of cell-based
therapies.
The Company's technology is expected to provide
researchers, clinical community, and pharma companies with the
tools to rapidly isolate specific cells in quantity and quality
allowing cell-based treatments and procedures in a wide variety of
applications in regenerative medicine. The Company's current
clinical trial is aimed at bone marrow transplantations in cancer
treatment.
Forward Looking
Statements
This press release contains forward-looking
statements about the Company's expectations, beliefs and
intentions. Forward-looking statements can be identified by the use
of forward-looking words such as "believe", "expect", "intend",
"plan", "may", "should", "could", "might", "seek", "target",
"will", "project", "forecast", "continue" or "anticipate" or their
negatives or variations of these words or other comparable words or
by the fact that these statements do not relate strictly to
historical matters. For example, forward-looking statements are
used in this press release when we discuss Cellect's expectations
regarding timing of the commencement of its planned U.S. clinical
trial 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 that could cause actual
results to differ materially from those described in the
forward-looking statements. In addition, historical results or
conclusions from scientific research and clinical studies do not
guarantee that future results would suggest similar conclusions or
that historical results referred to herein would be interpreted
similarly in light of additional research or otherwise. The
following factors, among others, could cause actual results to
differ materially from those described in the forward-looking
statements: the Company's history of losses and needs for
additional capital to fund its operations and its inability to
obtain additional capital on acceptable terms, or at all; the
Company's ability to continue as a going concern; uncertainties of
cash flows and inability to meet working capital needs; the
Company's ability to obtain regulatory approvals; the Company's
ability to obtain favorable pre-clinical and clinical trial
results; the Company's technology may not be validated and its
methods may not be accepted by the scientific community;
difficulties enrolling patients in the Company's clinical trials;
the ability to timely source adequate supply of FasL; risks
resulting from unforeseen side effects; the Company's ability to
establish and maintain strategic partnerships and other corporate
collaborations; the scope of protection the Company is able to
establish and maintain for intellectual property rights and its
ability to operate its business without infringing the intellectual
property rights of others; competitive companies, technologies and
the Company's industry; unforeseen scientific difficulties may
develop with the Company's technology; 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
undertakes no obligation to publicly update or review any
forward-looking statement, whether as a result of new information,
future developments or otherwise, except as may be required by any
applicable securities laws. More detailed information about the
risks and uncertainties affecting the Company is contained under
the heading "Risk Factors" in Cellect Biotechnology Ltd.'s Annual
Report on Form 20-F for the fiscal year ended December 31, 2020
filed with the U.S. Securities and Exchange Commission, or SEC,
which is available on the SEC's website, www.sec.gov, and in the
Company's periodic filings with the SEC.
Contact
Cellect Biotechnology Ltd.Yaron Ben-Oz, Chief
Financial Officerwww.cellect.co+972-9-974-1444
Or
EVC Group LLCMichael Polyviou(732) 933-2754
mpolyviou@evcgroup.com
WWW.CELLECTBIO.COM ENABLING STEM CELLS
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