Item 1.01. Entry into a Material Definitive Agreement.
On
In connection with the Offering, the Company entered into a placement agency
agreement, or the Placement Agency Agreement, with A.G.P./
The Company intends to use the net proceeds from the Offering for working
capital. The Offering is being made pursuant to the Company's shelf registration
statement on Form S-3 (Registration No. 333-239890), which was declared
effective by the
Under the Securities Purchase Agreement and Placement Agency Agreement, the Company is prohibited, for a period of 45 days from the closing, with respect to sales under its existing Open Market Sales AgreementSM, and 60 days after the closing, from issuing, entering into any agreement to issue or announcing the issuance or proposed issuance of any shares of common stock or any other securities that are at any time convertible into, or exercisable or exchangeable for, or otherwise entitle the holder thereof to receive common stock, without the prior written consent of the placement agents or the investors participating in the Offering, subject to specific exceptions.
The Securities Purchase Agreement and Placement Agency Agreement are included as exhibits to this Current Report on Form 8-K to provide investors and security holders with information regarding their 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 and Placement Agency Agreement, respectively, were made only for purposes of such agreements and as of specific dates, were solely for the benefit of the parties to the Securities Purchase Agreement and Placement Agency 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 and Placement Agency Agreement, copies of which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and which are hereby incorporated by reference into this Item 1.01.
A copy of the legal opinion of
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 ofSullivan & Worcester LLP (with respect to the offering). 10.1 Form of Securities Purchase Agreement, datedFebruary 2, 2021 , amongPluristem Therapeutics Inc. and the Purchasers named therein. 10.2 Placement Agency Agreement, datedFebruary 2, 2021 , betweenPluristem Therapeutics Inc. and A.G.P./Alliance Global Partners . 23.1 Consent ofSullivan & Worcester LLP (included in the opinion filed as Exhibit 5.1).
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