SEC Form 6-K filed by Cellect Biotechnology Ltd.

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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 September 2021 (No.3)

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 offices)

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

Form 20-F ☒      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):                

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):                 

EXPLANATORY NOTE

BACKGROUND INFORMATION

Cellect Biotechnology, Ltd. (“Cellect”) is filing this Form 6-K to report that Cellect, Quoin Pharmaceuticals, Inc. (“Quoin”) and Altium Growth Fund, L.P. (“Altium”) have amended the Primary Financing SPA (as defined below) and the forms of the Primary Financing Warrants and Exchange Warrants (each as defined below) to be issued by Cellect pursuant to the Primary Financing SPA. The amendments, which are described in more detail below, were made so that the warrants would be treated as equity (rather than liabilities) for accounting purposes, resulting in positive changes in the pro forma financial information for Cellect following the merger transaction (the “Merger”) described in the joint proxy statement/prospectus dated August 12, 2021 (the ‘”Prospectus”, which forms a part of Cellect’s registration statement on Form F-4 (No. 333-257144).

In connection with the Securities Purchase Agreement (as amended, the "Primary Financing SPA") by and among Quoin, Cellect and Altium, dated as of March 24, 2021, (x) Quoin has agreed to issue to the Initial Purchased Shares (as defined in the Primary Financing SPA) and the Additional Purchased Shares (as defined in the Primary Financing SPA) to Altium and (y) Cellect has agreed to issue to Altium Series A Warrants, Series B Warrants and Series C Warrants, in the forms attached as Exhibits B-1, B-2 and B-3, respectively, to the Primary Financing SPA (as amended, collectively, the "Primary Financing Warrants"), which are exercisable to purchase ADSs of Cellect (as exercised, collectively, the "Primary Financing Warrant Shares") in accordance with the terms of the Primary Financing Warrants.

In connection with the Securities Purchase Agreement (as amended, the "Bridge SPA") by and between Quoin and Altium, dated as of March 24, 2021, Quoin issued to Altium (i) on March 25, 2021 (x) senior secured notes and (y) warrants, in the form attached as Exhibit B to the Bridge SPA (as amended, the "First Bridge Warrants"), which are exercisable to purchase shares of Quoin's common stock, in accordance with the terms of the First Bridge Warrants, which will be exchanged for warrants (the "First Exchange Warrants") to purchase ADSs of Cellect (as exercised, collectively, the "First Exchange Warrant Shares") upon the consummation of the transactions contemplated pursuant to that certain Agreement and Plan of Merger, dated as of March 24, 2021, by and among Quoin, Cellect and CellMSC, Inc., a Delaware corporation and wholly owned subsidiary of Cellect (as amended, the "Merger Agreement"), (ii) on April 23, 2021 (x) senior secured notes and (y) warrants, in the form attached as Exhibit B to the Bridge SPA (as amended, the "Second Bridge Warrants"), which are exercisable to purchase shares of Quoin's common stock, in accordance with the terms of the Second Bridge Warrants, which will be exchanged for warrants (the "Second Exchange Warrants") to purchase ADSs of Cellect (as exercised, collectively, the "Second Exchange Warrant Shares") upon the consummation of the transactions contemplated pursuant to the Merger Agreement and (iii) on May 24, 2021 (x) senior secured notes and (y) warrants, in the form attached as Exhibit B to the Bridge SPA (as amended, the "Third Bridge Warrants" and together with the First Bridge Warrants and the Second Bridge Warrants, the "Bridge Warrants"), which are exercisable to purchase shares of Quoin's common stock, in accordance with the terms of the Third Bridge Warrants, which will be exchanged for warrants (the "Third Exchange Warrants" and together with the First Exchange Warrants and the Second Exchange Warrants, the "Exchange Warrants") to purchase ADSs of Cellect (as exercised, collectively, the "Third Exchange Warrant Shares" and together with the First Exchange Warrants Shares and the Second Exchange Warrant Shares, the "Exchange Warrant Shares") upon the consummation of the transactions contemplated pursuant to the Merger Agreement.

The Primary Financing Warrants, the Bridge Warrants and the Exchange Warrants contain certain reset provisions that may increase the number of Primary Financing Warrant Shares, the Bridge Warrant Shares and Exchange Warrant Shares, respectively, issuable pursuant to such warrants and may decrease the Exercise Price (as defined in the Primary Financing Warrants, the Bridge Warrants and the Exchange Warrants) of such warrants that may lead to the Primary Financing Warrants and the Exchange Warrants being treated as liabilities for accounting purposes, although it was desired by Quoin, Cellect and Altium when entering into the Primary Financing SPA and the Bridge SPA that such warrants be treated as equity for accounting purposes.

Further information related to the Merger and the financings with Altium is provided in the Prospectus.

Accordingly, on September 17, 2021, Quoin, Cellect and Altium entered into an Amendment Agreement (attached hereto as Exhibit 99.1) under which they amended the terms of the Primary Financing SPA, the form of Primary Financing Warrants and the form of Exchange Warrants, as described in more detail below. Refer to Exhibit 99.1 for related changes effected by the Amendment Agreement.

AMENDMENTS TO FORM OF PRIMARY FINANCING WARRANTS AND EXCHANGE WARRANTS

The form of Primary Financing Warrants was amended as follows to facilitate equity treatment of such warrants as discussed above:

The form of Exchange Warrants was amended as follows to facilitate equity treatment of such warrants as discussed above:

In addition, the Primary Financing SPA has been amended to change the date of issuance of the Primary Financing Warrants to a date one-hundred thirty-six (136) days following the closing of the Merger (the “Closing”) and to reflect the pending ratio adjustment of Cellect’s American Depositary Shares announced on September 10, 2021 (the “ADR Ratio Adjustment”).

As a result of the following amendments, the aforementioned warrants now receive the desired equity treatment and accordingly the pro forma financial information presented in the Prospectus has changed as set forth in the “After Amendments to Warrants” column below:

SUMMARY

In connection with the foregoing amendments, Cellect and Quoin entered into an agreement dated September 17, 2021 (attached hereto as Exhibit 99.2) pursuant to which Cellect and Quoin agreed that, in connection with the closing of the transactions contemplated by the Merger Agreement:

The information in this Form 6-K, including the exhibits hereto, shall be incorporated by reference into Cellect’s registration statements on Form S-8 (Registration Nos. 333-21847, 333-220015, 333-225003 and 333-232230) and on Form F-3 (333-21964 and 333-229083).

Insert Exhibit(s):

SIGNATURE

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.