Item 1.01. Entry into a Material Definitive Agreement.

On May 5, 2020, Pluristem Therapeutics Inc., or the Company, entered into a securities purchase agreement, or the Securities Purchase Agreement, with two institutional investors, or the Investors, pursuant to which the Company agreed to issue and sell, in a registered public offering by the Company directly to the Investors, 1,587,302 shares of Common Stock, or the Shares. The purchase price per Share was $9.45.

The net proceeds from the offering are expected to be approximately $15,000,000. The Company intends to use the net proceeds from the offering for working capital, including funding towards its Phase II study of PLX cell therapy in the treatment of complications arising from COVID-19 and other clinical trial activities, investment in capital equipment and other general corporate purposes. The offering is expected to close on or before May 7, 2020, subject to customary closing conditions. The offering is being made pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-218916), which was declared effective by the Securities and Exchange Commission on June 30, 2017.

The Securities Purchase Agreement is included as an exhibit to this Current Report on Form 8-K to provide investors and security holders with information regarding its terms. It is not intended to provide any other factual information about the Company. The representations, warranties and covenants contained in the Securities Purchase Agreement were made only for purposes of such agreement and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement, and may be subject to limitations agreed upon by the parties. The foregoing description is qualified in its entirety by reference to the Securities Purchase Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and which is hereby incorporated by reference into this Item 1.01.

A copy of the legal opinion of Sullivan & Worcester LLP relating to the legality of the issuance and sale of the Shares is filed as Exhibit 5.1 hereto.

This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

Item 9.01. Financial Statements and Exhibits.





(d) Exhibits.



Exhibit
No.        Description
5.1          Opinion of Sullivan & Worcester LLP (with respect to the
           offering).
10.1         Form of Securities Purchase Agreement
23.1         Consent of Sullivan & Worcester LLP (included in the opinion filed
           as Exhibit 5.1).




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