UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

 

Form 6-K

 

 

 

REPORT OF FOREIGN PRIVATE ISSUER

PURSUANT TO RULE 13a-16 OR 15d-16 UNDER

THE SECURITIES EXCHANGE ACT OF 1934

 

For the month of May 2017

Commission File Number 001-37846

 

 

 

CELLECT BIOTECHNOLOGY LTD.

(Translation of registrant’s name into English)

 

 

 

23 Hata’as Street

Kfar Saba, Israel 44425

(Address of principal executive office)

 

 

 

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

 

Form 20-F    x                Form 40-F    ¨

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ¨

 

Note :  Regulation S-T Rule 101(b)(1) only permits the submission in paper of a Form 6-K if submitted solely to provide an attached annual report to security holders.

 

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ¨

 

Note :  Regulation S-T Rule 101(b)(7) only permits the submission in paper of a Form 6-K if submitted to furnish a report or other document that the registrant foreign private issuer must furnish and make public under the laws of the jurisdiction in which the registrant is incorporated, domiciled or legally organized (the registrant’s “home country”), or under the rules of the home country exchange on which the registrant’s securities are traded, as long as the report or other document is not a press release, is not required to be and has not been distributed to the registrant’s security holders, and, if discussing a material event, has already been the subject of a Form 6-K submission or other Commission filing on EDGAR.

 

 

 

  

Attached hereto as Exhibit 99.1 and incorporated by reference herein is a press release issued by the Registrant entitled “Cellect Biotechnology Provides Corporate Update and Reports First Quarter 2017 Financial Results.”

 

The financial statements in this Form 6-K are incorporated by reference into the Registrant’s Registration Statement on Form S-8 filed with the Securities and Exchange Commission on November 28, 2016 (Registration No. 333-214817).

 

Exhibit

 

99.1 Press Release, dated May 29, 2017

 

 

 

   

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

    Cellect Biotechnology Ltd.
     
    By: /s/ Eyal Leibovitz
    Name:  Eyal Leibovitz
Date: May 30, 2017   Title: Chief Financial Officer

 

 

 

 

 

Exhibit 99.1

 

 

 

Cellect Biotechnology Ltd Provides Corporate Update and Reports First Quarter 2017 Financial Results

 

Tel Aviv, Israel May 29, 2017 – Cellect Biotechnology Ltd. (NASDAQ: “APOP”, TASE: “APOP”), a developer of innovative technology which enables the functional selection of stem cells, today provided a corporate update and announced financial results for the first quarter ended March 31 st , 2017.

 

“We are very pleased with our accomplishments in the first quarter of 2017,” said Dr. Shai Yarkoni, Chief Executive Officer. “During the first quarter, we announced the treatment of the first blood cancer patient in the recently initiated Phase I/II trial of the Company’s stem cell technology ApoGraft™; received a formal notice of allowance on a key method of treatment patent (Application No. 13/811,374) from the United States Patent & Trademark Office; announced positive final results from the non-interventional clinical trial of ApoGraft™ in healthy donors (104 donor test base); announced that Michael Berelowitz MD., former head, Clinical Development and Medical Affairs, Pfizer Specialty Care Business Unit, joined Cellect’s board of directors; announced that Dr. Corey Cutler, Senior Physician at the world-renowned U.S. Dana Farber Cancer Institute and an Associate Professor of Medicine at Harvard Medical School, is joining the Company’s Scientific and Medical Advisory Board; announced that the Company intends to voluntarily delist Cellect from the Tel Aviv Stock Exchange (TASE) in accordance with section 350 of the Israeli Company Law; and, announced the Successful First Cancer Patient Stem Cell Transplant”.

 

We believe that 2017 will be a transformative year for Cellect Biotechnology as we move from showing great promise to delivering results. So far, we started treating patients and preparing for entrance into US clinical trials. We have received further support for our IP domain and we strengthened our team with the addition of key opinion leaders on the clinical and corporate front. We believe that we have significantly increased awareness of our technology and company and laid the foundations to the next layer of business development.

 

Recent Corporate Highlights:

 

· Received Notice of Intention to Grant from European Patent Office for patent-protecting Company’s technology in multiple indications.
· Received green light from FDA for ApoGraft IND submission in the US.

 

WWW.CELLECTBIO.COM ENABLING STEM CELLS

 

 

 

 

 

First Quarter 2017 Financial Results:

 

· Research and development (R&D) expenses for the first quarter of 2017 were $0.77 million, compared to $0.69 million in the fourth quarter of 2016 and $0.50 million in the first quarter of 2016. The slight increase in the first quarter of 2017 as compared to the fourth quarter of 2016 was primarily due to an increase in share-based compensation and payroll related expenses. Without the share-based compensation, the expenses in the first quarter of 2017 were $0.69, compared to $0.68 in the fourth quarter of 2016.
· General and administrative (G&A) expenses for the first quarter of 2017 were $0.70 million, compared to $0.47 million in the fourth quarter of 2016 and $0.53 million in the first quarter of 2016. The increase in the first quarter of 2017 as compared to the fourth quarter of 2016 was primarily due to an increase in share-based compensation. Without the share-based compensation, the expenses in the first quarter of 2017 were $0.55, compared to $0.60 in the fourth quarter of 2016.
· Finance expenses for the first quarter of 2017 were $1.95 million, compared to finance income of $0.37 million in the fourth quarter of 2016. The increase was primarily due to $1.86 million of expenses related to fair value of the tradable warrants granted in connection with our U.S. IPO.
· Net loss for the first quarter of 2017 was $3.4 million, or $0.037 per share, compared to $0.79 million, or $0.007 per share, in the fourth quarter of 2016, and $1.0 million, or $0.013 per share, in the first quarter of 2016.

 

Balance Sheet Highlights:

 

· Cash and cash equivalents, marketable securities and short-term deposits totaled $7.1 million as of March 31, 2017, compared to $8.5 million on December 31, 2016, and $4.1 million on March 31, 2016. The decrease from to December 31, 2016, was primarily due to expenses incurred in connection with the beginning of the clinical trial and ongoing activities of the company.
· Tradable warrants exercisable into ADSs totaled $2.4 million as of March 31, 2017, and represented, according to the international financial reporting standards (IFRS), the fair value of the tradable warrants granted in the U.S. IPO which closed on August 3, 2016.
· Shareholders’ equity totaled $4.8 million as of March 31, 2017, compared to $7.8 million on December 31, 2016, and $4.1 million on March 31, 2016.

 

* For the convenience of the reader, the amounts above have been translated from NIS into U.S. dollars, at the representative rate of exchange on March 31, 2017 (U.S. $1 = NIS 3.632).

 

About Cellect Biotechnology Ltd.

Cellect Biotechnology’s securities are traded on both the NASDAQ and Tel Aviv Stock Exchange (NASDAQ: “APOP”, “APOPW”, TASE: “APOP”). The Company is developing an innovative technology which enables the functional selection of stem cells based on their sensitivity to apoptosis. This functional-based selection is a breakthrough technology in the ability to isolate stem cells from any given tissue, and may improve a variety of stem cells applications.

 

WWW.CELLECTBIO.COM ENABLING STEM CELLS

 

 

 

 

 

The Company’s first planned product line is expected to include unique containers for cell selection in an apoptosis-inducing microenvironment. Cellect’s first planned commercial product candidate is a medical kit designed for the cancer treatment bone marrow transplantations market, as well as other markets which require cell selection. The Company plans that in the future its technology will be integrated in many production procedures of stem cell-based products.

 

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 our anticipated performance in 2017, the anticipated Phase I/II clinical trial in leukemia patients, the expected characteristics of our first product line, our beliefs about the future integration of our technology into the production procedures of stem cell-based products and the potential of our technology and its proposed uses. 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: changes in technology and market requirements; we may encounter delays or obstacles in launching and/or successfully completing our clinical trials; our products may not be approved by regulatory agencies, our technology may not be validated as we progress further and our methods may not be accepted by the scientific community; we may be unable to retain or attract key employees whose knowledge is essential to the development of our products; unforeseen scientific difficulties may develop with our process; our products may wind up being more expensive than we anticipate; results in the laboratory may not translate to equally good results in real clinical settings; results of preclinical studies may not correlate with the results of human clinical trials; our patents may not be sufficient; our products may harm recipients; changes in legislation; inability to timely develop and introduce new technologies, products and applications, which could cause the actual results or performance of the Company to differ materially from those contemplated in such forward-looking statements. 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, 2016 f 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 and the Tel-Aviv Stock Exchange.

 

Contact

Cellect Biotechnology Ltd.

Eyal Leibovitz, Chief Financial Officer

www.cellect.co

+972-9-974-1444

 

WWW.CELLECTBIO.COM ENABLING STEM CELLS

 

 

 

 

 

Cellect Biotechnology Ltd

Consolidated Statement of Operations

 

 

   

Convenience

translation

Three months

ended

March 31 ,

   

Three months ended

March 31,

 
    2017     2017     2016  
    Unaudited     Unaudited     Unaudited  
    U.S. Dollars     NIS  
   

(In thousands, except share and per share data)

 
                   
Research and development expenses     777       2,822       1,831  
                         
General and administrative expenses     702       2,549       1,930  
                         
Operating loss     1,479       5,371       3,761  
                         
Financial expenses due to warrants exercisable into shares     1,865       6,773       -  
                         
Other financial expenses (income), net     84       307       28  
                         
Total comprehensive loss     3,428       12,451       3,789  
                         
Loss per share:                        
                         
Basic and diluted loss per share     0.037       0.137       0.049  
                         
Weighted average number of shares outstanding used to compute basic and diluted loss per share     91,145,370       91,145,370       76,743,707  

 

WWW.CELLECTBIO.COM ENABLING STEM CELLS

 

 

 

 

 

Cellect Biotechnology Ltd

Consolidated Balance Sheet Data

 

   

Convenience

translation

ended

March 31,

    March 31,     December 31,  
    2017     2017     2016  
    Unaudited     Unaudited     Audited  
    U.S. Dollars     NIS  
    (In thousands)  
ASSETS                        
CURRENT ASSETS:                        
Cash and cash equivalents     1,561       5,670       6,279  
Short term deposits     4,951       17,981       19,660  
Marketable securities     600       2,182       4,997  
Accounts receivable     415       1,505       1,461  
                         
      7,527       27,338       32,397  
NON-CURRENT ASSETS:                        
Restricted cash     39       140       140  
Property, plant and equipment, net     372       1,352       1,373  
                         
      411       1,492       1,513  
                         
      7,938       28,830       33,910  
LIABILITIES AND SHAREHOLDERS’ EQUITY                        
CURRENT LIABILITIES:                        
Trade payables     350       1,270       1,401  
Other accounts payable     365       1,324       2,084  
      715       2,594       3,485  
NON-CURRENT LIABILITIES:                        
Traded Warrants to ADS     2,398       8,711       1,938  
                         
EQUITY:                        
Ordinary shares of no par value:
Authorized: 500,000,000 shares at December 31, 2016, March 31, 2016 and 2017; Issued and outstanding: 107,583,485*) at December 31, 2016, and 108,083,485*) at March 31, 2017 and 81,733,325*) at March 31, 2016.
    -       -       -  
Share premium     18,895       68,628       67,414  
Share-based payments     1,788       6,493       6,217  
Treasury shares     (2,595 )     (9,425 )     (9,425 )
Accumulated deficit     (13,263 )     (48,171 )     (35,719 )
                         
      4,825       17,525       28,487  
                         
      7,938       28,830       33,910  

 

*) Net of 2,686,693 treasury shares of the Company held by the Company.

 

WWW.CELLECTBIO.COM ENABLING STEM CELLS

 

 

 

 

 

Cellect Biotechnology Ltd

Consolidated Cash Flow Data

 

   

Convenience

translation

Three months

ended

March 31 ,

   

Three months ended

March 31,

 
    2017     2017     2016  
    Unaudited     Unaudited     Unaudited  
    U.S. dollars     NIS  
    (In thousands)  
Cash flows from operating activities:                        
Net loss     (3,428 )     (12,451 )     (3,789 )
                         
Adjustments to reconcile net loss to net cash used in operating activities:                        
Financial expenses, net     92       333       20  
Loss (gain) from revaluation of financial assets presented at fair value through profit and loss     48       176       (1 )
Depreciation     25       90       77  
Changes in fair value of warrants liability exercisable into shares     1,865       6,773       -  
Share-based payment     233       847       877  
Decrease (increase) in accounts receivable     (12 )     (44 )     (469 )
Increase (decrease) in accounts payable     (246 )     (892 )     (62 )
                         
Net cash used in operating activities     (1,423 )     (5,168 )     (3,347 )
                         
Cash flows from investing activities:                        
Short term deposits     416       1,510       -  
Sale (purchase) of marketable securities measured at fair value through profit and loss     773       2,808       1,681  
Purchase of property , plant and equipment     (19 )     (69 )     (1,047 )
                         
Net cash provided by investing activities     1,170       4,249       634  
                         
Cash flows from financing activities:                        
Exercise of stock options     177       643       -  
Issue of share capital, net of issue costs     -       -       7,535  
                         
Net cash provided by financing activities     177       643       7,535  
Exchange differences on balances of cash and cash equivalents     (92 )     (333 )     (20 )
Increase (decrease) in cash and cash equivalents     (168 )     (609 )     4,802  
Balance of cash and cash equivalents at the beginning of the period     1,729       6,279       3,913  
Balance of cash and cash equivalents at the end of the period     1,561       5,670       8,715  

 

WWW.CELLECTBIO.COM ENABLING STEM CELLS