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On January 19, 2017, Pluristem Therapeutics Inc., or the Company, entered into an underwriting agreement, or the Underwriting Agreement, with H.C. Wainwright & Co., LLC, or the Underwriter, in connection with a public offering of 8,163,265 shares of the Company's common stock, par value $0.00001 per share, or the Common Stock, and warrants to purchase 4,897,959 shares of Common Stock, or the Warrants.  On January 20, 2017, the Company entered into an amended and restated underwriting agreement, or the Amended Agreement, with the Underwriter to amend and restate the Underwriting Agreement. Pursuant to the Amended Agreement, the Underwriter agreed to buy on an underwritten firm commitment basis 12,244,898 shares of Common Stock and Warrants to purchase 7,346,939 shares of Common Stock, or the Offering, rather than the amounts initially set forth in the Underwriting Agreement.

H.C. Wainwright & Co., LLC was the sole book-running manager for the Offering.  The Offering is expected to close on January 25, 2017, subject to the satisfaction of customary closing conditions.

The Warrants to be issued in the Offering will be exercisable for a period of five and a half years commencing six months following issuance and shall have an exercise price of $1.40 per share. The Warrants will not be listed on NASDAQ Capital Market or any other exchange and no trading market for the Warrants is expected to develop.

Pursuant to the Amended Agreement, the Company granted the Underwriter a 30-day option to purchase from the Company up to an additional 1,836,735 shares of Common Stock at a price of $1.15056 per share and/or Warrants to purchase up to 1,102,041 shares of Common Stock at a price of $0.00156604 per warrant to cover over allotments, if any.

In connection with the Offering, the Company agreed to pay to H.C. Wainwright & Co., LLC, a cash commission of 6% of the aggregate gross proceeds of the sale of the Common Stock and Warrants and to cover other expenses.

The net proceeds to the Company are expected to be approximately $13,725,000 assuming no exercise of the over-allotment option or the Warrants and after deducting underwriting discounts and commissions and estimated expenses payable by the Company associated with the Offering. The Offering is being made pursuant to the Company's shelf registration statement on Form S-3 (Registration No. 333-199303), which was declared effective by the Securities and Exchange Commission on October 30, 2014.

The foregoing description of the Offering is qualified in its entirety by reference to the Amended Agreement, a copy of which is filed as Exhibit 1.2 to this Current Report on Form 8-K and which is hereby incorporated by reference into this Item 1.01.

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.

Copies of the Underwriting Agreement, the Amended Agreement and form of Warrant are attached hereto as Exhibits 1.1, 1.2 and 4.1, respectively, and are incorporated herein by reference. The foregoing summary description of the offering and the documentation related thereto, including without limitation, the Underwriting Agreement, the Amended Agreement and the Warrants, does not purport to be complete and is qualified in its entirety by reference to such Exhibits.

(d). Exhibits.

 

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