1) |
NAMES OF REPORTING PERSONS
Clal Biotechnology Industries Ltd.
|
||
2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
||
3) |
SEC USE ONLY
|
||
4) |
SOURCE OF FUNDS
WC
|
||
5)
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
||
6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7)
|
SOLE VOTING POWER
0
|
|
8)
|
SHARED VOTING POWER
29,043,897*
|
||
9)
|
SOLE DISPOSITIVE POWER
0
|
||
10)
|
SHARED DISPOSITIVE POWER
29,043,897*
|
||
11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,043,897*
|
||
12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x*
|
||
13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.89%*
|
||
14)
|
TYPE OF REPORTING PERSON
|
1) |
NAMES OF REPORTING PERSONS
Clal Industries and Investments Ltd.
|
||
2) |
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) x
|
||
3) |
SEC USE ONLY
|
||
4) |
SOURCE OF FUNDS
Not Applicable
|
||
5)
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
o
|
||
6)
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
|
||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7)
|
SOLE VOTING POWER
0
|
|
8)
|
SHARED VOTING POWER
29,043,897*
|
||
9)
|
SOLE DISPOSITIVE POWER
0
|
||
10)
|
SHARED DISPOSITIVE POWER
29,043,897*
|
||
11)
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
29,043,897*
|
||
12)
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
x*
|
||
13)
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
52.89%*
|
||
14)
|
TYPE OF REPORTING PERSON
|
|
·
|
335,008 Shares at a purchase price per share of $0.597. Pursuant to the terms of the June 2008 SPA, the Issuer undertook to issue additional Shares to CBI upon certain future anti-dilutive issuances of Shares or other convertible securities;
|
|
·
|
Unsecured Convertible Promissory Note in a principal amount of $800,000 (the "Debentures") with an initial conversion price per share of $0.716 (subject to adjustments, including antidilution adjustments). The Debentures bear interest at the rate of 10% per annum, compounded annually. The Debentures are convertible, in whole or in part at CBI's option at any time prior to July 31, 2012, into a number of Shares equal to the principal amount of the Debentures, including capitalized interest accrued between July 31, 2008 and July 31, 2010, at the then applicable conversion price. The Debentures mature, and any principal amount thereunder not converted into Shares becomes due and payable, on July 31, 2012. The Debentures include certain negative covenants on the part of the Issuer as well as acceleration and default events; and
|
|
·
|
Warrants to purchase up to 1,720,763 Shares (the "Warrants") at an initial exercise price of $0.716 per share (subject to adjustments, including antidilution adjustments), exercisable at any time prior to July 29, 2013.
|
Schedule A:
|
Name, citizenship, residence or business address and present principal occupation of the directors and executive officers (or managing partners, as applicable) of CBI
|
Schedule B:
|
Name, citizenship, residence or business address and present principal occupation of the directors and executive officers of Clal Industries
|
Exhibit 1
|
Joint Filing Agreement (1)
|
Exhibit 2
|
March 2008 SPA (2)
|
Exhibit 3
|
June 2008 SPA (3)
|
Exhibit 4
|
Form of Debenture (4)
|
Exhibit 5
|
Form of Warrant (5)
|
Exhibit 6
|
2011 SPA (6)
|
Exhibit 7
|
2012 SPA (7)
|
|
(1)
|
Filed as Exhibit 1 to the Reporting Persons’ Schedule 13D filed with the SEC on March 7, 2012, and incorporated herein by reference.
|
|
(2)
|
Filed as Exhibit 10.16 to the Issuer’s Registration Statement on Form S-1 filed with the SEC on December 17, 2008, and incorporated herein by reference.
|
|
(3)
|
Filed as Exhibit 10.17 to the Issuer’s Registration Statement on Form S-1 filed with the SEC on December 17, 2008, and incorporated herein by reference.
|
|
(4)
|
Filed as Exhibit 4.3 to the Issuer’s Registration Statement on Form S-1 filed with the SEC on December 17, 2008, and incorporated herein by reference.
|
|
(5)
|
Filed as Exhibit 4.4 to the Issuer’s Registration Statement on Form S-1 filed with the SEC on December 17, 2008, and incorporated herein by reference.
|
|
(6)
|
Filed as Exhibit 8 to the Reporting Persons’ Schedule 13D filed with the SEC on March 7, 2012, and incorporated herein by reference.
|
|
(7)
|
Filed as Exhibit 10.1 to the Form F-4 of Biocancell Ltd. filed with the SEC on May 29, 2012, and incorporated herein by reference.
|
Clal Biotechnology Industries Ltd.
Clal Industries and Investments Ltd.
BY: Clal Biotechnology Industries Ltd.
|
BY:
|
/s/ Gil Milner, /s/ Orit Lidor | ||
Gil Milner and Orit Lidor, authorized signatories of Clal
Biotechnology Industries Ltd., for itself and on behalf of the
other Reporting Persons pursuant to agreement filed as
Exhibit 1 hereto.
|
Name & Resident or Business Address
|
Position
|
Current Principal Occupation
|
Avi Fischer
3 Azrieli Center, The Triangular Tower,
45th floor, Tel-Aviv 67023, Israel
|
Chairman of the
Board of Directors
|
Chairman of Clal Industries and Investments Ltd.
|
Dr. Aharon Schwartz
5 Rambam Street, Mevaseret Zion
|
Director
|
Dr. Schwartz served as Vice President Innovative Ventures for Teva Pharmaceutical Industries Ltd.
Dr. Shwartz is Chairman of Biocancell Therapeutics Inc. and BioLineRx, and also serves as a director of D-Pharm Ltd, Protologics Ltd, Amorfical Ltd, Lipocure Ltd and Medingalil.
|
Prof. Gabi Barabash
17 Bnei Neviim Street, Ramat Gan
|
Director
|
Prof. Barabash currently serves as Director General of the Tel Aviv Sourasky Medical Center and as Professor of Epidemiology and Preventive Medicine at the Sackler School of Medicine, Tel Aviv University.
|
Jonathan Kaplan
7 Ze'ev Zabotinsky Street, Aviv Tower,
50th Floor, Ramat-Gan
|
Director
|
Mr. Kaplan is an economic consultant focusing primarily on complex tax issues.
|
Dr. Tamar Manor
3 Azrieli Center, The Triangular Tower,
45th floor, Tel-Aviv 67023, Israel
|
Director
|
Dr. Manor is the Chief Technology Officer for biotechnology at Clal Industries and Investments.
|
Shmuel (Milki) Ruenstein
106 David Ha'melech Street, Herzliya
|
External Director
|
Director at Excellence Bioscience Ltd., Medison Pharma Ltd., Genarset Ltd., Ramidor Biomed Ltd. and Sibana Medical Ltd. Until 2010, served as the CEO of Taro Pharmaceuticals Ltd.
|
Avi Zigelman
8 Uri Keisary Street, Tel Aviv
|
External Director
|
Mr. Zigelman is a financial consultant.
|
Ruben Krupik
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
|
Chief Executive Officer
|
Mr. Krupik is CEO of CBI and active Chairman of D-Pharm, CureTech, MediWound, Gamida Cell, Biocancell Therapeutics Inc. and Andromeda.
|
Amos Bankirer
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
|
Vice President for Strategy and Corporate Development
|
Vice President for Strategy and Corporate Development at CBI
|
Gil Milner
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
|
Chief Financial
Officer and
Comptroller
|
CFO and Comptroller for CBI.
|
Orit Lidor
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
|
Vice President &
General Counsel
|
Vice President & General Counsel at CBI.
|
Ofer Goldberg
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
|
Vice President
|
At CBI, Mr. Goldberg is in charge of business development of CBI's portfolio. companies.
|
Ofer Gonen
c/o Clal Biotechnology Industries Ltd.
Hogi Tower, 12A Abba Hillel Silver Street
Ramat Gan 52506, Israel
|
Vice President
|
At CBI, Mr. Gonen is in charge of business development of CBI's portfolio companies.
|
Name & Resident or Business Address
|
Position
|
Present Principal Occupation
|
Avi Fischer
|
Chairman of the
Board of Directors
|
Chairman of the Board of Directors of Clal Industries and Investments Ltd.
|
3 Azrieli Center, The Triangular Tower, 45th
floor, Tel-Aviv 67023, Israel
|
||
Benet Lincoln
|
Director
|
President and CEO, Access Industries
|
Access Industries,28 Kensington Church
Street, London W8 4EP, United Kingdom
|
||
Marc Schimmel
|
Director
|
Co-Managing Director of UKI Investments.
|
54-56 Euston St., London NW1,
|
||
United Kingdom
|
||
David Leviatan
|
Director
|
Director of companies.
|
18 Mendele Street, Herzelia 46709, Israel
|
||
Liora Polachek
|
External Director
|
Independent Lawyer, Partner and Director at Sitan Polachek Attorney.
|
46 He Beiyyar St., Tel Aviv ,
|
||
Israel
|
||
Zeev Ben- Asher
|
External Director
|
Managers Coacher and organizational consultant.
|
20 Carmely St., Ramt-Gan ,
|
||
Israel
|
||
Zvi Heifetz
|
Director
|
Business and strategic consulting. Director in private companies.
|
Hatzedef 12, Tel-Aviv, Israel
|
||
Guy Rosen
|
Deputy Chief
Executive Officer
|
Director in IDB Tourism Ltd., Israeir Ltd.
|
3 Azrieli Center, The Triangular Tower 45th
floor, Tel-Aviv 67023, Israel
|
||
Gonen Bieber (*)
3 Azrieli Center, The Triangular Tower 45th
floor, Tel-Aviv 67023, Israel
|
Vice President and
Chief Financial Officer
|
Vice President and Chief Financial Officer of Clal Industries and Investments Ltd.; Vice President and finance manager of IDB Development; Finance manager of IDB Holding.
|
Nitsa Einan
|
Vice President and
General Counsel
|
General Counsel of Clal Industries and Investments Ltd.
|
3 Azrieli Center, The Triangular Tower 45th
floor, Tel-Aviv 67023, Israel
|
||
Yehuda Ben Ezra
|
Vice President &
Comptroller
|
Comptroller of Clal Industries and Investments Ltd.
|
3 Azrieli Center, The Triangular Tower 45th
floor, Tel-Aviv 67023, Israelz
|
||
|
||
Daniel Shinar
3 Azrieli Center, The Triangular Tower 45th floor, Tel-Aviv 67023, Israel
|
Vice President for
Business Development
|
Vice President for Business Development
|
(*)
|
Dual citizen of Israel and Germany.
|