Cellect Biotechnology (APOP) Announces Shareholder Approval of Strategic Merger with Quoin Pharmaceuticals

September 27, 2021 9:10 AM EDT
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Cellect Biotechnology Ltd. (NASDAQ: "APOP"), announced shareholders voted to approve the previously announced strategic merger agreement with privately-held Quoin Pharmaceuticals, a specialty pharmaceutical company focused on rare and orphan diseases, and all other proposals presented at the Special General Meeting of shareholders held on September 26, 2021, including the sale of the Company’s subsidiary, Cellect Biotherapeutics Ltd, to EnCellX Inc. , a privately held company based in San Diego, CA.

Approximately 99% of the votes cast on the strategic merger agreement at the Special General Meeting voted in favor of approving the proposal. The Company has filed the results of the Special General Meeting, as tabulated by an independent inspector of election, in a Current Report on Form 6-K with the U.S. Securities and Exchange Commission (the “SEC”).

Subject to the satisfaction or waiver of all other closing conditions, the strategic merger is expected to close in October, 2021. The Agreement and Plan of Merger and Reorganization has been amended by the parties therein to extend the Outside Date thereunder from September 30, 2021 to November 1, 2021. The Amended and Restated Share Transfer Agreement has also been amended to extend the outside closing date of the share transfer to November 1, 2021. Following the completion of the strategic merger, Cellect will be renamed Quoin Pharmaceuticals, Ltd., and will trade on the Nasdaq Capital Market under the symbol “QNRX”.

The sale of the intellectual property (IP) to EnCellX will be concurrent with the closing of the strategic merger with Quoin Pharmaceuticals, allowing for the seamless development of ApoGraft and continuation of the Phase 1/2 clinical trial being performed at Washington University for patients with hematological malignancies who are undergoing a haploidentical Bone Marrow Transplantation (BMT).

On September 21, 2021, the Company received a notice of non-compliance from Nasdaq Stock Market, LLC (“Nasdaq”). The notice states that the Company no longer complies with Nasdaq Rule 5550(b)(1) (the “Listing Rule”) for continued listing. Based on the Company’s reported financial results for the six-month period ended June 30, 2021, the Company does not meet the requirement of the Listing Rule to maintain a minimum stockholders’ equity of $2,500,000. In addition, as of September 20, 2021, the Company does not meet the Listing Rule’s alternatives for continued listing based on market value of listed securities or net income from continuing operations. The Company intends to submit a plan to regain compliance to Nasdaq by November 5, 2021.



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