PLURISTEM THERAPEUTICS INC. (NASDAQ:PSTI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.

At Market Issuance Sales Agreement

On July 7, 2017, Pluristem Therapeutics Inc., or Pluristem, entered into an At Market Issuance Sales Agreement, or the Sales Agreement, with Oppenheimer & Co. Inc., FBR Capital Markets & Co. and MLV & Co. LLC, or collectively referred to as the Agents, to which Pluristem may issue and sell shares of its common stock having an aggregate offering price of up to $80 million from time to time through the Agents. FBR Capital Markets & Co. and MLV & Co. LLC are affiliated entities of each other.

Any sales of shares of common stock to the Sales Agreement will be made under Pluristem's currently effective shelf registration statement on Form S-3 (File No. 333-218916), the prospectus contained therein and the prospectus supplement dated and filed on July 7, 2017. The Agents may sell common stock by any method deemed to be an "at the market offering" as defined in Rule 415 under the Securities Act of 1933, as amended. Subject to the terms and conditions of the Sales Agreement, the Agents will use their commercially reasonable efforts to sell the shares of Pluristem's common stock from time to time, based upon Pluristem's instructions (including any price, time or size limits or other parameters or conditions that Pluristem may impose). Pluristem will pay to the Agents in cash a commission of up to 3.0% of the gross proceeds from the sale of any shares of common stock by the Agents under the Sales Agreement. Pluristem and the Agents have also provided each other with customary indemnification rights.

Pluristem is not obligated to make any sales of common stock under the Sales Agreement and no assurance can be given that Pluristem will sell any shares under the Sales Agreement, or, if it does, as to the price or amount of shares that it will sell, or the dates on which any such sales will take place. The Sales Agreement may be terminated by either party at any time upon 2 days' notice to the other party, or by the Agents at any time in certain circumstances. In addition, the Sales Agreement will automatically terminate upon the sale of all common stock subject to the Sales Agreement.

The foregoing description of the Sales Agreement is not complete and is qualified in its entirety by reference to the full text of the Sales Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The legal opinion of Zysman, Aharoni, Gayer and Sullivan & Worcester LLP, relating to the common stock being offered, is filed as Exhibit 5.1 to this Current Report on Form 8-K.

The above disclosure shall not constitute an offer to sell or the solicitation of an offer to buy the securities discussed herein, nor shall there be any offer, solicitation, or sale of the securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Item 9.01Financial Statements andExhibits.

(d) Exhibits.

PLURISTEM THERAPEUTICS INC Exhibit
EX-1.1 2 exhibit_1-1.htm EXHIBIT 1.1 Exhibit 1.1 PLURISTEM THERAPEUTICS INC.   Common Stock (par value $0.00001 per share)   At Market Issuance Sales Agreement   July 7,…
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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.