Cellect Biotechnology Files Registration Statement in Connection with Proposed Strategic Merger Agreement with Quoin Pharmaceuticals

Rhea-AI Summary

Cellect Biotechnology Ltd. (APOP) announced a proposed strategic merger with Quoin Pharmaceuticals, a company focused on rare diseases. The merger is expected to close in Q3 2021, bolstered by $25.5 million in secured investments. This merger aims to enhance Cellect’s value through Quoin’s clinical programs and the potential Contingent Value Right (CVR) payments to shareholders. Stockholders are encouraged to review the forthcoming Proxy Statement for further details on this significant transaction.

Positive

• Proposed merger with Quoin Pharmaceuticals expected to close in Q3 2021.
• $25.5 million in secured investments anticipated to benefit Cellect shareholders.
• Potential CVR payments could enhance overall value for shareholders.

Negative

• Company's history of losses raises concerns about financial health.
• Dependence on additional capital raises uncertainty for operations.
• Regulatory and operational risks may impact merger success.

Transaction Expected to Close in the 2021 Third Quarter

Tel Aviv, Israel, June 16, 2021 (GLOBE NEWSWIRE) -- Cellect Biotechnology Ltd. (NASDAQ: "APOP"), a developer of innovative technology that enables the functional selection of stem cells, announced today that it has filed a registration statement, including a joint proxy statement/prospectus (“Proxy Statement”), with the Securities and Exchange Commission (SEC) in connection with its proposed strategic merger with privately-held Quoin Pharmaceuticals. Quoin is a specialty pharmaceutical company focused on rare and orphan diseases. Quoin’s leadership team is made up of industry veterans, with extensive relevant executive experience and proven records of recent success in the pharmaceutical industry. The transaction is currently expected to close in the 2021 third quarter.

The Company believes the progress of Quoin’s clinical programs, and the secured investments of $25.5 million, will benefit and maximize Cellect shareholders. In addition, the Company believes that the payments to be distributed to Cellect’s pre-closing shareholders under the Contingent Value Right (CVR) could add a significant component to the overall value received by the Cellect shareholders as a result of this transaction.

Stockholders are advised to read definitive Proxy Statement, when the Company furnishes the Proxy Statement to stockholders in connection with the solicitation of proxies for the special meeting of stockholders. The definitive Proxy Statement will contain important information. The definitive Proxy Statement will be mailed to stockholders as of a record date to be established for voting on the proposed merger.

About Cellect Biotechnology Ltd.

Cellect Biotechnology (APOP) has developed a breakthrough technology for the selection of stem cells from any given tissue that aims to improve a variety of cell-based therapies.

The Company's products are expected to provide researchers, clinicians and pharmaceutical companies with the tools to rapidly isolate specific cells in quantity and quality, allowing cell-based treatments and procedures in a wide variety of applications in regenerative medicine. The Company's lead product is currently in FDA approved clinical trial is aimed at bone marrow transplantations in cancer treatment.

Forward Looking Statements
This press release contains forward-looking statements about the Company's expectations, beliefs and intentions. Forward-looking statements can be identified by the use of forward-looking words such as "believe", "expect", "intend", "plan", "may", "should", "could", "might", "seek", "target", "will", "project", "forecast", "continue" or "anticipate" or their negatives or variations of these words or other comparable words or by the fact that these statements do not relate strictly to historical matters. These forward-looking statements and their implications are based on the current expectations of the management of the Company 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. In addition, historical results or conclusions from scientific research and clinical studies do not guarantee that future results would suggest similar conclusions or that historical results referred to herein would be interpreted similarly in light of additional research or otherwise. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: the Company's history of losses and needs for additional capital to fund its operations and its inability to obtain additional capital on acceptable terms, or at all; the Company's ability to continue as a going concern; or maintain its current operations; uncertainties involving any strategic transaction the Company may decide to enter into as the result of its current efforts to explore new strategic alternatives; uncertainties of cash flows and inability to meet working capital needs; the Company's ability to obtain regulatory approvals; the Company's ability to obtain favorable pre-clinical and clinical trial results; the Company's technology may not be validated and its methods may not be accepted by the scientific community; difficulties enrolling patients in the Company's clinical trials; the ability to timely source adequate supply of FasL; risks resulting from unforeseen side effects; the Company's ability to establish and maintain strategic partnerships and other corporate collaborations; the scope of protection the Company is able to establish and maintain for intellectual property rights and its ability to operate its business without infringing the intellectual property rights of others; competitive companies, technologies and the Company's industry; unforeseen scientific difficulties may develop with the Company's technology; and the Company's ability to retain or attract key employees whose knowledge is essential to the development of its products. Any forward-looking statement in this press release speaks only as of the date of this press release. The Company undertakes no obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise, except as may be required by any applicable securities laws. More detailed information about the risks and uncertainties affecting the Company is contained under the heading "Risk Factors" in Cellect Biotechnology Ltd.'s Annual Report on Form 20-F for the fiscal year ended December 31, 2020 filed with the U.S. Securities and Exchange Commission, or SEC, which is available on the SEC's website, www.sec.gov, and in the Company's periodic filings with the SEC.

Contact
Cellect Biotechnology Ltd.
Eyal Leibovitz, Chief Financial Officer
www.cellect.co
+972-9-974-1444
Or

EVC Group LLC
Michael Polyviou
(732) 933-2754
mpolyviou@evcgroup.com

FAQ

What is the strategic importance of the APOP and Quoin Pharmaceuticals merger?

The merger aims to enhance Cellect's capabilities in developing treatments for rare diseases and bolster shareholder value.

When is the Cellect and Quoin merger expected to close?

The transaction is expected to close in the third quarter of 2021.

What financial support does Quoin Pharmaceuticals bring to APOP?

Quoin Pharmaceuticals brings in $25.5 million in secured investments to support the merger.

What are the potential benefits of the CVR payments for APOP shareholders?

The CVR payments may provide additional financial benefits to Cellect's shareholders post-merger.

How does the merger affect the future of Cellect Biotechnology?

The merger is expected to expand Cellect's market reach and enhance its product development capabilities.