Form 8-K "we entered into securities purchase agreements with two investors"
posted on
Aug 06, 2008 06:49AM
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Form 8-K for PLURISTEM THERAPEUTICS INC
6-Aug-2008
Entry into a Material Definitive Agreement, Financial Statements and E
On August 5, 2008, we entered into securities purchase agreements with two investors pursuant to which the investors agreed to purchase 1,391,304 shares of our common stock ("Common Stock") and warrants ("Warrants") to purchase 695,652 shares of Common Stock (the Warrants together with the Common Stock, the "Units"). The price per share of Common Stock is $1.15, and the exercise price of the Warrants is $1.90. The Warrants will be exercisable after six months for a period of five years. The closing is scheduled to take place no later than August 8, 2008.
A copy of the form of Warrant is attached as Exhibit 4.1 to this report and is incorporated herein by reference. The description of the Warrants is a summary only and is qualified in its entirety by reference to Exhibit 4.1. A copy of the form of securities purchase agreement is attached as Exhibit 10.1 to this report and is incorporated herein by reference.
Rodman & Renshaw, LLC acted as placement agent, on a best efforts basis, for the offering and will receive a placement fee equal to 6% of the gross purchase price of the Units (excluding any consideration that may be paid in the future upon exercise of the Warrants) as well as warrants to purchase 83,478 shares of Common Stock at an exercise price of $1.44 per share. Subject to FINRA Rule 2710, the placement agent warrants may be exercised after six months through and including August 5, 2013. A copy of the Placement Agency Agreement is attached as Exhibit 1.1 to this report and is incorporated herein by reference.
The offering was made pursuant to our shelf registration statement on Form S-3 (File No. 333-151761). We are filing with the SEC, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, a prospectus supplement and base prospectus related to the offering.
(d) Exhibits:
1.1 Placement Agency Agreement, dated July 31, 2008, by and between the registrant and Rodman & Renshaw, LLC. 4.1 Form of Common Stock Purchase Warrant dated August 5, 2008 5.1 Opinion of Zysman, Aharoni, Gayer & Co./ Sullivan & Worcester LLP 10.1 Form of Securities Purchase Agreement dated August 5, 2008 23.1 Consent of Zysman, Aharoni, Gayer & Co./ Sullivan & Worcester LLP (included in Exhibit 5.1). |