UNITED
STATES

SECURITIES
AND EXCHANGE COMMISSION

WASHINGTON,
DC 20549



FORM
20-F/A

(Amendment
No. 1)



ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934



For
the fiscal year ended December 31, 2019



Commission
File No.:  001-37846



CELLECT
BIOTECHNOLOGY LTD.

(Exact
name of registrant as specified in its charter)



Translation
of registrant’s name into English: Not applicable



|State
    of Israel                                 |  | 23
        Hata’as Street
        Kfar
        Saba, Israel 44425
        (+972)
        (9) 974 1444
|--------------------------------------------------- |  | -----------------------------------------------------------------------------------------------------
|(Jurisdiction
    of incorporation or organization) |  | (Address
    of principal executive offices)                                                         



Dr.
Shai Yarkoni

Chief
Executive Officer

(+972)
(9) 974 1444

Shai@cellectbio.com

23
Hata’as Street

Kfar
Saba, Israel 44425

(Name,
Telephone, E-mail and/or Facsimile number and Address of Company Contact Person)



Securities
registered or to be registered pursuant to Section 12(b) of the Act:



|Title
    of each class to be registered                                                                    |  | Trading
Symbol(s) |  | Name
    of each exchange on which each classis to be registered
|----------------------------------------------------------------------------------------------------------- |  | ----------------- |  | ----------------------------------------------------------------
|American
    Depositary Shares, each representing one hundred (100) Ordinary Shares, no par value per share |  | APOP              |  | The
    Nasdaq Stock Market LLC                                 
|                                                                                                            |  |                   |  |                                                                 
|Warrants
    to purchase American Depositary Shares                                                         |  | APOPW             |  | The
    Nasdaq Stock Market LLC                                 
|                                                                                                            |  |                   |  |                                                                 
|Ordinary Shares,
    no par value per share*                                                                |  |                   |  | N/A                                                             



*
Not for trading, but only in connection with the registration of the American Depositary Shares pursuant to requirements of the
Securities and Exchange Commission.



Securities
registered or to be registered pursuant to Section 12(g) of the Act: None



Securities
for which there is a reporting obligation pursuant to Section 15(d) of the Act: None



Number
of outstanding shares of each of the issuer’s classes of capital or common stock as of December 31, 2019: 224,087,799 ordinary
shares.



Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.



Yes ☐                  No ☒



If
this report is an annual or transition report, indicate by check mark if the registrant is not required to file reports pursuant
to Section 13 or 15(d) of the Exchange Act of 1934.



Yes ☐                   No ☒



Indicate
by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act
during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days.



Yes
☒                   No ☐











Indicate
by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months.



Yes
☒                  No ☐



Indicate
by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or an emerging
growth company.



| | Large
    accelerated filer ☐ | Accelerated
    filer ☐ | Non-accelerated
    filer ☒
| | ----------------------------- | ----------------------- | ---------------------------
| |                               |                         | Emerging Growth Company ☒  



If
an emerging growth company that prepares its financial statements in accordance with U.S. GAAP, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐



Indicate
by check mark which basis of accounting the registrant has used to prepare the financial statements included in this filing.



U.S.
GAAP ☐



International
Financial Reporting Standards as issued by the International Accounting Standards Board ☒



Other
 ☐



If
“Other” has been checked in response to the previous question, indicate by check mark which financial statement item
the registrant has elected to follow.



☐ Item
17               ☐ Item 18



If
this is an annual report, indicate by check mark whether the registrant is a shell company.



Yes
☐                   No ☒


















EXPLANATORY
NOTE



This
Amendment No. 1 to Form 20-F (the “Form 20-F/A”) amends our annual report on Form 20-F for the year ended December 31,
2019 (the “Annual Report”), which was originally filed with the U.S. Securities and Exchange Commission (the “SEC”)
on April 3, 2020. The purpose of this Form 20-F/A is to add to the Annual Report the Report of Korst Forer Gabbay & Kasierer,
Certified Public Accountants, on our consolidated financial statements as of December 31, 2017 and 2018, and for each of the years
then ended, which report was inadvertently omitted from the Annual Report.



This
Form 20-F/A does not reflect events occurring after the filing of the Annual Report and does not modify or update the disclosure
therein in any way except as described above. No other changes have been made to the Annual Report. The filing of this Form 20-F/A
should not be understood to mean that any statements contained in the Annual Report, as amended by this Form 20-F/A, are true
or complete as of any date subsequent to the original filing date of the Annual Report. Accordingly, this Form 20-F/A should be
read in conjunction with the Annual Report and with our filings made with the SEC subsequent to April 3, 2020.



1







SIGNATURES



The
registrant hereby certifies that it meets all of the requirements for filing on Form 20-F and that it has duly caused and
authorized the undersigned to sign this annual report on Form 20-F filed on its behalf.



| | CELLECT
    BIOTECHNOLOGY LTD.
| | ------------------------------
| |                               
| | By:                           
| |                               
| |                               



Date:
August 4, 2020



2







| | Kost
                           Forer Gabbay & Kasierer
                           144 Menachem Begin Road, Building A
 Tel-Aviv 6492102, Israel | Tel:
                           +972-3-6232525
                           Fax:
                           +972-3-5622555
                           ey.com
| | ------------------------------------------------------------------------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------------------



REPORT
OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM



To
the Shareholders and

Board
of Directors of



Cellect
Biotechnology Ltd.



Opinion
on the Financial Statements



We
have audited the accompanying consolidated balance sheet of Cellect Biotechnology Ltd. and its subsidiaries (the “Company”)
as of December 31, 2018, the related consolidated statements of comprehensive loss, changes in equity and cash flows for each
of the two years in the period ended December 31, 2018, and the related notes (collectively referred to as
the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in
all material respects, the financial position of the Company at December 31, 2018 and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 2018, in conformity with International Financial Reporting Standards
as issued by the International Accounting Standards Board.



The
Company’s Ability to Continue as a Going Concern



The
accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern.
As discussed in Note 1b to the consolidated financial statements, the Company incurred losses totaling NIS 20,113 thousand and
negative cash flow from operating activity totaling NIS 23,635 during the year ended December 31, 2018. Additionally, the Company
has not yet generated revenues from its operations and is dependent on external sources for financing its operations. Due to these
conditions, the Company has stated that substantial doubt exists about the Company’s ability to continue as a going concern.
Management’s evaluation of the events and conditions and management’s plans regarding these matters are also described in
Note 1b. The consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.



Basis
for Opinion



These
financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s
financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight
Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal
securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.



We
conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error
or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial
reporting. As part of our audits we are required to obtain an understanding of internal control over financial reporting but not
for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly,
we express no such opinion.



Our
audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to
error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence
regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles
used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements.
We believe that our audits provide a reasonable basis for our opinion.



We
have served as the Company’s auditor since 2011.

In
January 2020 we became the predecessor auditor.



|                      |                                     
|--------------------- | ------------------------------------
|Tel-Aviv,
     Israel | KOST
    FORER GABBAY & KASIERER    
|April
    3, 2020     | A
    Member of Ernst & Young Global





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