Pluristem Announces One-for-Ten Reverse Split of its Common Shares

Wednesday, 24. July 2019 08:45

HAIFA, Israel, July 24, 2019 (GLOBE NEWSWIRE) -- Pluristem Therapeutics Inc. (Nasdaq:PSTI) (TASE:PSTI), a leading regenerative medicine company developing novel placenta-based cell therapy products, today announced that, its Board of Directors has approved a 1-for-10 reverse split of the Company's (a) authorized shares of common stock; and (b) issued and outstanding shares of common stock. The reverse split will be effective as of market open on July 25, 2019 on Nasdaq. Pursuant to Part 3 of the Tel-Aviv Stock Exchange Regulations (Chapter A, Section  B(1)), the Company’s common stock will not trade on the Tel-Aviv Stock Exchange on July 25, 2019.

The reverse split will result in each outstanding ten pre-split shares of common stock automatically combining into one new share of common stock without any action on the part of the shareholders. The total number of outstanding shares of common stock will be reduced from approximately 153 million to approximately 15.3 million shares. The Company's authorized number of shares of common stock will also be proportionately decreased from 300,000,000 to 30,000,000 shares, and its authorized number of preferred stock will also be proportionally decreased from 10,000,000 to 1,000,000 shares, each as a result of the reverse split and pursuant to Nevada Revised Statutes (NRS) Section 78.207. No fractional shares will be issued as a result of the reverse split as any fractional shares resulting from the reverse split will be rounded up to the nearest whole share on a per shareholder basis.

The Board of Directors of the Company approved the action in accordance with Nevada law (NRS Section 78.207). No additional Company or shareholder approval is required because both the number of authorized shares of common stock and the number of outstanding shares of common stock will be proportionally reduced as a result of the reverse split, and the reverse split will not adversely affect any other class of stock of the Company and the Company will not pay money or issue scrip to shareholders who would otherwise be entitled to receive a fractional share as a result of the reverse split.

All options, unvested shares of restricted stock, restricted stock units and warrants of the Company outstanding immediately prior to the reverse split, including, but not limited to, those warrants issued by the Company in its securities offerings which closed on April 8, 2019, January 25, 2017 and June 30, 2015, respectively, will be appropriately adjusted by dividing the number of shares of common stock into which the options and warrants are exercisable or convertible by 10 and multiplying the exercise or conversion price thereof by 10, as a result of the reverse split.

The reverse split will not impact any shareholder's percentage ownership of Pluristem or voting power, except for minimal effects resulting from the treatment of fractional shares.

Pluristem’s shares of common stock will continue to trade on the Nasdaq Capital Market (Nasdaq) under the symbol ''PSTI'' but will trade under a new CUSIP Number 72940R300.

American Stock Transfer and Trust Company, LLC, Pluristem’s transfer agent, will act as the exchange agent for the reverse split. Please contact American Stock Transfer and Trust Company, LLC for further information at  (877) 248-6417 or (718) 921-8317.

About Pluristem Therapeutics
Pluristem Therapeutics Inc. is a leading regenerative medicine company developing novel placenta-based cell therapy products. The Company has reported robust clinical trial data in multiple indications for its patented PLX cell product and is currently conducting late stage clinical trials in several indications. PLX cell products release a range of therapeutic proteins in response to inflammation, ischemia, muscle trauma, hematological disorders and radiation damage. The cells are grown using the Company's proprietary three-dimensional expansion technology and can be administered to patients off-the-shelf, without tissue matching. Pluristem has a strong intellectual property position; a Company-owned and operated GMP-certified manufacturing and research facility; strategic relationships with major research institutions; and a seasoned management team.

Safe Harbor Statement
This press release contains express or implied forward-looking statements within the Private Securities Litigation Reform Act of 1995 and other U.S. Federal securities laws. For example, Pluristem is using forward-looking statements when it discusses the timing of its reverse split. These forward-looking statements and their implications are based on the current expectations of the management of Pluristem 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. The following factors, among others, could cause actual results to differ materially from those described in the forward-looking statements: changes in technology and market requirements; Pluristem may encounter delays or obstacles in launching and/or successfully completing its clinical trials; Pluristem’s products may not be approved by regulatory agencies, Pluristem’s technology may not be validated as it progresses further and its methods may not be accepted by the scientific community; Pluristem may be unable to retain or attract key employees whose knowledge is essential to the development of its products; unforeseen scientific difficulties may develop with Pluristem’s process; Pluristem’s products may wind up being more expensive than it anticipates; results in the laboratory may not translate to equally good results in real clinical settings; results of preclinical studies may not correlate with the results of human clinical trials; Pluristem’s patents may not be sufficient; Pluristem’s products may harm recipients; changes in legislation may adversely impact Pluristem; inability to timely develop and introduce new technologies, products and applications; loss of market share and pressure on pricing resulting from competition, which could cause the actual results or performance of Pluristem to differ materially from those contemplated in such forward-looking statements. Except as otherwise required by law, Pluristem undertakes no obligation to publicly release any revisions to these forward-looking statements to reflect events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. For a more detailed description of the risks and uncertainties affecting Pluristem, reference is made to Pluristem's reports filed from time to time with the Securities and Exchange Commission.

Efrat Kaduri
Director of Business, Investor and Public Relations

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