Pluristem’s $30 Million Equity Funding Approved by Innovative Medical Management Co.’s Shareholders
November 10 2016 - 6:00AM
Pluristem Therapeutics Inc. (Nasdaq:PSTI) (TASE:PSTI), a leading
developer of placenta-based cell therapy products, today announced
that its previously signed and announced term sheet for an
investment into Pluristem of approximately $30,000,000 by
China-based Innovative Medical Management Co., Ltd., has been
approved by Innovative Medical’s Board of Directors and its
shareholders. As a result of these approvals, the Term Sheet is now
a binding agreement.
The parties plan to enter into definitive
agreements no later than December 26, 2016. Until the earlier of
December 26, 2016 or the entry into the definitive agreements,
Pluristem has agreed not to enter into any agreement or arrangement
regarding equity financing of the company at a common stock price
per share equal to or less than $2.20, without the prior written
consent of Innovative Medical. Pluristem plans to use the proceeds
from the expected investment to support its late-stage clinical
trials.
Pursuant to the binding Term Sheet,
approximately 16,890,000 shares of Pluristem’s common stock will be
sold at $1.77 per share. In addition, Pluristem will issue to
Innovative Medical approximately 4,422,500 warrants to purchase
shares of Pluristem’s common stock with an exercise price of $2.50
per warrant, exercisable for a period of five years. The shares
will be subject to a lock up agreement for 6 months after the
closing of the agreement. In accordance with the Term Sheet,
Innovative Medical will have one seat on Pluristem’s Board of
Directors for as long as it holds at least 12.5% of Pluristem’s
issued and outstanding stock. Innovative Medical will also have
certain information, registration and preemptive rights, as well as
certain negotiation rights with respect to potential transactions
of Pluristem in China.
The securities that may be sold in the proposed
private placement have not been registered under the Securities Act
of 1933, as amended, or state securities laws, and may not be
offered or sold in the United States absent registration with the
Securities and Exchange Commission (SEC) or an applicable exemption
from such registration requirements. Pursuant to the Term Sheet,
Pluristem has agreed to file a registration statement with the SEC
registering the resale of the shares of common stock purchased in
the private placement and the shares of common stock underlying the
warrants.
This press release does not constitute an offer
to sell or a solicitation of an offer to buy Pluristem’s securities
and shall not constitute an offer, solicitation or sale of any
securities in any jurisdiction in which such offer, solicitation or
sale would be unlawful.
About Innovative Medical and Zheshang
Venture Capital Co., Ltd. (“ZSVC”) Innovative
Medical (stock code: 002173) was founded in September 2003. It
completed an IPO and listed on the Shenzhen Stock Exchange on
September 25, 2007. Its main business is a combination of
healthcare service, hospital management, scientific research, and
pearl culture and design. Innovative Medical owns 3 major hospitals
in China: Qiqihar Jianhua Hospital, Zhejiang Haining Kanghua
Hospital and Jiangsu Futian Rehabilitation Hospital. These
hospitals have more than 2,100 professional staff and 2,300
clinical beds.
ZSVC is one of the most active venture capital
firms in China. ZSVC’s executives have extensive industrial and
managerial experience, as well as a deep understanding of private
equity investments. A leading investment management firm in China,
ZSVC was founded in November 2007, and is headquartered in
Hangzhou, with offices in Beijing, Shanghai, Shenzhen, Shenyang and
San Francisco. In November 2015, ZSVC became a publicly listed
company in China (stock code: 834089).
About Pluristem
Therapeutics
Pluristem is a leading developer of
placenta-based cell therapy products. It has reported robust
clinical trial data in multiple indications for its patented PLX
(PLacental eXpanded) cells. The cell products release a range of
therapeutic proteins in response to inflammation, ischemia,
hematological disorders, and radiation damage. PLX cell products
are grown using Pluristem's proprietary three-dimensional expansion
technology. They are off-the-shelf, requiring no tissue matching
prior to administration.
Pluristem has a strong intellectual property
position; company-owned and operated, GMP-certified manufacturing
and research facilities; strategic relationships with major
research institutions; and a seasoned management team.
Safe Harbor Statement
This press release contains express or implied
forward-looking statements within the Private Securities Litigation
Reform Act of 1995 and other U.S. Federal securities laws. These
forward-looking statements include, but are not limited to, those
statements regarding Pluristem’s proposed private placement of its
common stock and warrants, the terms of such offering, the plan to
enter into definitive agreements and the expected use of
proceeds. Although the Term Sheet is binding, Pluristem may
not be successful in negotiating definitive documentation by the
date expected or at all, and even if successful, the sale of shares
and warrants may not be completed if the conditions to closing such
sale are not met. These forward-looking statements and their
implications are based on the current expectations of the
management of Pluristem 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.
The forward-looking statements contained in this press release are
subject to risks and uncertainties, including those discussed in
Pluristem's reports filed from time to time with the SEC. Except as
otherwise required by law, Pluristem undertakes no obligation to
publicly release any revisions to these forward-looking statements
to reflect events or circumstances after the date hereof or to
reflect the occurrence of unanticipated events.
Contact:
Pluristem Therapeutics Inc.
Karine Kleinhaus, MD, MPH
Divisional VP, North America
1-914-512-4109
karinek@pluristem.com
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