On December 20, 2016, the registrant announced that it has signed a binding term sheet with Sosei Corporate Venture Capital Ltd. (“Sosei CVC”) for the establishment of a new Japanese corporation (“NewCo”) for the clinical development and commercialization of the registrant’s PLX-PAD cell therapy product in Japan. The parties plan to establish NewCo in Japan, in which the registrant will own 35% of the equity in return for its contribution of a perpetual license to commercialize PLX-PAD for Critical Limb Ischemia (“CLI”) in Japan. All proprietary rights related to PLX-PAD will be exclusively owned by the registrant. Sosei CVC’s investment fund, Sosei RMF1, together with additional Japanese investors, will raise and invest approximately $11 million, equivalent to approximately ¥1.3 billion, in return for ownership of 65% of NewCo. The parties plan to enter into a definitive agreement no later than March 31, 2017.

Warning Concerning Forward Looking Statements

This Current Report on Form 8-K contains forward-looking statements within the meaning of the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995 and federal securities laws. These forward-looking statements include, but are not limited to those statements regarding the establishment of a Japanese new corporation, the registrant’s expected holdings in the new corporation and the investment of approximately $11 million in the new corporation by Sosei RMF1 and additional partners; the development and marketing plans of the new corporation; and the parties’ plan to enter into a definitive agreement and the proposed date of execution of such agreement. Further, although the registrant has signed a binding term sheet, it may not be successful in negotiating definitive documentation by the date expected or at all, and even if successful, the transaction may not be completed if the conditions to closing are not met. These forward-looking statements and their implications are based on the current expectations of the management of the registrant 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 Current Report on Form 8-K are subject to risks and uncertainties, including those discussed in the registrant’s reports filed from time to time with the SEC. Except as otherwise required by law, the registrant 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.

About PLURISTEM THERAPEUTICS INC. (NASDAQ:PSTI)

Pluristem Therapeutics Inc. is a developer of placenta-based cell therapy product candidates for the treatment of multiple ischemic, inflammatory and hematologic conditions. The Company’s lead indications are critical limb ischemia (CLI), recovery after surgery for femoral neck fracture and acute radiation syndrome. Its operations are focused on the research, development, clinical trials and manufacturing of cell therapeutics and related technologies. The Company’s products include PLX-PAD and PLX R18. The Company’s PLX cells are adherent stromal cells (ASCs) that are expanded using a three dimensional (3D) process. The system utilizes a synthetic scaffold to create an artificial 3D environment where placental-derived stromal cells can grow. The Company’s PLX products are administered using a standard needle and syringe. The Company’s PLX products are in clinical-stage development for multiple indications, such as cardiovascular, orthopedic, pulmonary and women’s health diseases.

PLURISTEM THERAPEUTICS INC. (NASDAQ:PSTI) Recent Trading Information

PLURISTEM THERAPEUTICS INC. (NASDAQ:PSTI) closed its last trading session down -0.01 at 1.52 with 173,069 shares trading hands.