Date: June 28, 2015
Israel Securities Authority Tel Aviv Stock Exchange Ltd.
Re: Immediate Report Concerning the Signing of a Non-Binding Letter of Intend For a Private Placement Agreement
The Company is pleased to announce that on June 26, 2015 it signed a non-binding Letter of Intend with a Chinese investor (hereinafter: the "Investor"), for a private placement of shares of the Company (hereinafter: the "LOI").
Pursuant to the LOI, it was agreed that the Company and the Investor will formulate a private placement agreement within 60 days from the date of signing of the LOI, under which the Investor will invest in the Company an immediate total of $2 million. Against the investment amount, the Company will issue to the Investor a total of up to 25% of the issued and outstanding share capital of the Company and voting rights after the allotment, at a price reflecting a Company value of $6 million, pre money.
The parties agreed that, subject to the approval of the board of directors and the general meeting of shareholders, the Company’s board will appoint nine directors, when the Investor shall have the right to appoint two directors.
It was also agreed that the Company will do its best effort to carry out the following steps with respect to the Company and its portfolio companies:
· Grant a first right to the Investor for an exclusive distribution of technologies and products of the Company's portfolio companies in the territory of China;
· Granting a license to use the patents in China from the portfolio companies.
· Granting the right to manufacture in China;
· Establishing a research and development center of the Company in China (hereinafter: the "Development Center") and the receipt of all regulatory approvals necessary in China, subject to further investment on the part of the Investor;
· Submission of FDA and CE approvals of the technologies and products that will be developed in the Development Center.
The signing of a definitive agreement and completion of the transaction thereunder is conditional,inter alia, on receipt of approval of the Company’s organs required by law and any other regulatory approval, inter alia, approval of the Stock Exchange for the listing of shares allotted and other conditions customary in transactions of this type.
It is clarified that there is no certainty that a binding agreement will be signed and/or the transaction thereunder will be completed. The Company shall provide a detailed immediate report regarding the signing of a binding agreement, if it is signed.
HBL - Hadasit Bio-Holdings Ltd.
By: Ms. Tamar Kfir, CEO