8-K









Exhibit 4.1  





THIS WARRANT AND THE SHARES
ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED WITH THE SECURITIES AND
EXCHANGE COMMISSION OR THE SECURITIES COMMISSION OF ANY STATE IN RELIANCE UPON AN
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE
“SECURITIES ACT”), AND, ACCORDINGLY, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT
TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT OR PURSUANT TO AN
AVAILABLE EXEMPTION FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT AND IN ACCORDANCE WITH APPLICABLE STATE SECURITIES LAWS
AS EVIDENCED BY A LEGAL OPINION OF COUNSEL SATISFACTORY TO THE COMPANY TO SUCH EFFECT, THE
SUBSTANCE OF WHICH SHALL BE REASONABLY ACCEPTABLE TO THE COMPANY. 



PLURISTEM THERAPEUTICS
INC. 



COMMON STOCK PURCHASE
WARRANT 



		
		
		
		
		
	Warrant No.: ________________	Original Issue Date: January 29, 2009
Original Exercisability Date:  July 29, 2009 
	Initial Holder:  ________________	No. of Shares Subject to Warrant: ________________
	 	Exercise Price Per Share: $1.90
	 	Expiration Time: 10 a.m., New York time, on July 29, 2014 (subject to acceleration as provided herein)
		








        Pluristem Therapeutics Inc., a Nevada
corporation (the “Company”), hereby certifies that, for value received, the
Initial Holder shown above, or its permitted registered assigns (the “Holder”),
is entitled to purchase from the Company up to the number of shares of its common stock
shown above (the “Common Stock”) (each such share, a “Warrant Share”
and all such shares, the “Warrant Shares”) at the exercise price shown above (as
may be adjusted from time to time as provided herein, the “Exercise Price”), at
any time and from time to time on or after the Original Exercisability Date shown above and through and
including the Expiration Time shown above (the “Expiration Time”), and subject
to the following terms and conditions:  



        This
Warrant is being issued pursuant to a Subscription Agreement, dated January 29,
2009 (the “Subscription Agreement”), by and between the Company and the Initial
Holder.  



    1.        Definitions.
In addition to the terms defined elsewhere in this Warrant,           capitalized terms
that are not otherwise defined herein have the meanings given           to such terms in
the Subscription Agreement.  



    2.        List
of Warrant Holders.  The Company shall register this Warrant, upon records to be
maintained by the Company for that purpose (the “Warrant Register”), in the
name of the record Holder (which shall include the Initial Holder or, as the case may be,
any registered assignee to which this Warrant is permissibly assigned hereunder from time
to time).  The Company may deem and treat the registered Holder of this Warrant as
the absolute owner hereof for the purpose of any exercise hereof or any distribution to
the Holder, and for all other purposes, absent actual notice to the contrary.  



    3.        List
of           Transfers; Restrictions on Transfer. The Company shall register any
transfer           of all or any portion of this Warrant in the Warrant Register, upon
surrender of           this Warrant, with the Form of Assignment attached hereto duly
completed and           signed, to the Company at its address specified herein. Upon any
such           registration or transfer, a new Warrant to purchase Common Stock, in
          substantially the form of this Warrant (any such new Warrant, a “New
          Warrant”), evidencing the portion of this Warrant so transferred shall be
          issued to the transferee and a New Warrant evidencing the remaining portion of
          this Warrant not so transferred, if any, shall be issued to the transferring
          Holder. The acceptance of the New Warrant by the transferee thereof shall be
          deemed the acceptance by such transferee of all of the rights and obligations
in           respect of the New Warrant that the Holder has in respect of this Warrant.  



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     4.        Exercise
and Duration of Warrant.  




		     (a)        All
or any part of this Warrant           shall be exercisable by the registered Holder in
any manner permitted by           Section 10 of this Warrant at any time and from
time to time on or after           the Original Exercisability Date and through and
including the Expiration Time.           At the Expiration
Time, the portion of this           Warrant not exercised prior thereto shall be and
become void and of no value and           this Warrant shall be terminated and shall no
longer be outstanding.  







		    (b)        The
Holder may exercise this Warrant by delivering to the Company (i) an exercise notice, in
the form attached hereto (the “Exercise Notice”), completed and duly signed,
and (ii) if such Holder is not utilizing the cashless exercise provisions set forth in
this Warrant, payment of the Exercise Price for the number of Warrant Shares as to which
this Warrant is being exercised.  The date such items are delivered to the Company
(as determined in accordance with the notice provisions hereof) is an “Exercise Date
..” The Holder shall not be required to deliver the original Warrant in order to
effect an exercise hereunder, but if it is not so delivered then such exercise shall
constitute an agreement by the Holder to deliver the original Warrant to the Company as
soon as practicable thereafter.  Execution and delivery of the Exercise Notice shall
have the same effect as cancellation of the original Warrant and issuance of a New
Warrant evidencing the right to purchase the remaining number of Warrant Shares.  







    5.        Delivery of
Warrant Shares .  



		    (a)        Upon
exercise of this           Warrant, the Company shall promptly (but in no event later
than three (3)           Trading Days after the Exercise Date) issue or cause to be
issued and cause to           be delivered to or upon the written order of the Holder and
in such name or           names as the Holder may designate, a certificate for the
Warrant Shares issuable           upon such exercise. “Trading
Day” shall           mean a date on which the Company’s Common Stock trades on
its principal           trading market. The Holder, or any Person permissibly so
designated by the           Holder to receive Warrant Shares, shall be deemed to have
become the holder of           record of such Warrant Shares as of the Exercise Date.  The
Company shall,           upon the written request of the Holder, use its best efforts to
deliver, or           cause to be delivered, Warrant Shares hereunder electronically
through the           Depository Trust and Clearing Corporation or another established
clearing           corporation performing similar functions, if available; provided,
that,          the Company may, but will not be required to, change its transfer
agent if its           current transfer agent cannot deliver Warrant Shares
electronically through the           Depository Trust and Clearing Corporation.  If
as of the time of exercise           the Warrant Shares constitute restricted or control
securities, the Holder, by           exercising, agrees not to resell them except in
compliance with all applicable           securities laws.  







		    (b)        To
the extent permitted           by law, the Company’s obligations to issue and
deliver Warrant Shares in           accordance with the terms hereof are absolute and
unconditional, irrespective of           any action or inaction by the Holder to enforce
the same, any waiver or consent           with respect to any provision hereof, the
recovery of any judgment against any           Person or any action to enforce the same,
or any setoff, counterclaim,           recoupment, limitation or termination, or any
breach or alleged breach by the           Holder or any other Person of any obligation to
the Company or any violation or           alleged violation of law by the Holder or any
other Person, and irrespective of           any other circumstance that might otherwise
limit such obligation of the Company           to the Holder in connection with the
issuance of Warrant Shares. Nothing herein           shall limit a Holder’s right to
pursue any other remedies available to it           hereunder, at law or in equity
including, without limitation, a decree of           specific performance and/or
injunctive relief with respect to the Company’s           failure to timely deliver
certificates representing shares of Common Stock upon           exercise of the Warrant
as required pursuant to the terms hereof.  







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    6.        Charges,
          Taxes and Expenses. Issuance and delivery of certificates for shares of
          Common Stock upon exercise of this Warrant shall be made without charge to the
          Holder for any issue or transfer tax, withholding tax, transfer agent fee or
          other incidental tax or expense in respect of the issuance of such
certificates,           all of which taxes and expenses shall be paid by the Company; provided,
          however, that the Company shall not be required to pay any tax that may be
          payable in respect of any transfer involved in the registration of any
          certificates for Warrant Shares or the Warrants in a name other than that of
the           Holder. The Holder shall be responsible for all other tax liability that
may           arise as a result of holding or transferring this Warrant or receiving
Warrant           Shares upon exercise hereof.  



    7.        Replacement
of Warrant.  If this Warrant is mutilated, lost, stolen           or destroyed,
the Company shall issue or cause to be issued in exchange and           substitution for
and upon cancellation hereof, or in lieu of and substitution           for this Warrant,
a New Warrant, but only upon receipt of evidence reasonably           satisfactory to the
Company of such loss, theft or destruction and customary and           reasonable
indemnity, if requested. Applicants for a New Warrant under such           circumstances
shall also comply with such other reasonable regulations and           procedures and pay
such other reasonable third-party costs as the Company may           prescribe. If a New
Warrant is requested as a result of a mutilation of this           Warrant, then the
Holder shall deliver such mutilated Warrant to the Company as           a condition
precedent to the Company’s obligation to issue the New Warrant.  



    8.        Reservation
of Warrant Shares. The Company covenants that it will at all           times reserve
and keep available out of the aggregate of its authorized but           unissued and
otherwise unreserved Common Stock, solely for the purpose of           enabling it to
issue Warrant Shares upon exercise of this Warrant as herein           provided, the
number of Warrant Shares that are then issuable and deliverable           upon the
exercise of this entire Warrant, free from preemptive rights or any           other
contingent purchase rights of persons other than the Holder (taking into
          account the adjustments and restrictions of Section 9). The Company covenants
          that all Warrant Shares so issuable and deliverable shall, upon issuance and
the           payment of the applicable Exercise Price in accordance with the terms
hereof, be           duly and validly authorized, issued and fully paid and
nonassessable.  



    9.        Certain
          Adjustments; Termination Under Certain Circumstances. The Exercise Price
and           number of Warrant Shares issuable upon exercise of this Warrant are subject
to           adjustment from time to time as set forth in this Section 9.  



		     (a)        Stock
Dividends and Splits. If the Company, at any time while this Warrant is outstanding,
(i) pays a stock dividend on its Common Stock or otherwise makes a distribution on any
class of capital stock that is payable in shares of Common Stock, (ii) subdivides
outstanding shares of Common Stock into a larger number of shares, or (iii) combines
outstanding shares of Common Stock into a smaller number of shares, then in each such
case the Exercise Price shall be multiplied by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding immediately before such event and of
which the denominator shall be the number of shares of Common Stock outstanding
immediately after such event. Any adjustment made pursuant to clause (i) of this
paragraph shall become effective immediately after the record date for the determination
of stockholders entitled to receive such dividend or distribution, and any adjustment
pursuant to clause (ii) or (iii) of this paragraph shall become effective immediately
after the effective date of such subdivision or combination.  







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		     (b)        Pro
Rata           Distributions.  If the Company, at any time while this Warrant is
          outstanding, distributes to all holders of Common Stock for no consideration
(i)           evidences of its indebtedness, (ii) any security (other than a distribution
of           Common Stock covered by the preceding paragraph), (iii) rights or warrants
to           subscribe for or purchase any security, or (iv) any other asset besides cash
(in           each case, “Distributed Property”), then either upon any exercise
of           this Warrant that occurs after the record date fixed for determination of
          stockholders entitled to receive such distribution or, at the option of the
          Company, concurrently with such distribution, the Holder shall be entitled to
          receive, in addition to the Warrant Shares otherwise issuable upon such
exercise           (if applicable), the Distributed Property that such Holder would have
been           entitled to receive in respect of such number of Warrant Shares had the
Holder           been the record holder of such Warrant Shares immediately prior to such
record           date.  







		    (c)        Fundamental
Transactions. As used herein, “Fundamental Transaction” means at any time
while this Warrant is outstanding  (i) the Company effects any merger of the Company
with another Person, in which the shareholders of the Company immediately prior to the
transaction own immediately after the transaction less than a majority of the outstanding
stock of the successor entity, or its parent if applicable, (ii) the Company effects any
sale of all or substantially all of its assets in one or a series of related
transactions, (iii) any tender offer or exchange offer approved or authorized by the
Company’s Board of Directors is completed pursuant to which holders of at least a
majority of the outstanding Common Stock tender or exchange their shares for other
securities, cash or property, or (iv) the Company effects any reclassification of the
Common Stock or any compulsory share exchange pursuant to which the Common Stock is
effectively converted into or exchanged for other securities, cash or property. In the
event of a Fundamental Transaction pursuant to which the securities, cash or property
issuable with respect to the outstanding Common Stock consist solely of cash and/or
securities traded on a national securities exchange or an established over-the-counter
market (the “Alternate Consideration”), this Warrant shall expire immediately
prior to the closing of the Fundamental Transaction. The Company shall not effect any
such Fundamental Transaction unless prior to or simultaneously with the consummation
thereof, any successor to the Company, surviving entity or the corporation purchasing or
otherwise acquiring such assets or other appropriate corporation or entity shall assume
the obligation to deliver to the Holder, such Alternate Consideration as, in accordance
with the foregoing provisions, the Holder shall be entitled to receive upon proper
exercise of this Warrant prior to such closing. In the event of a Fundamental Transaction
in which the consideration does not entirely consist of the Alternate Consideration, the
Company (or the successor entity) shall purchase this Warrant from the Holder by paying
to the Holder, within ten (10) Business Days after the closing of such Fundamental
Transaction cash in an amount equal to the Black Scholes Value (as reasonably determined
by the Board of Directors of the Company or the Company’s financial advisor in the
Fundamental Transaction) of the remaining unexercised portion of this Warrant on the date
of such Fundamental Transaction determined as of the day immediately following the public
announcement of the applicable Fundamental Transaction.  







		    (d)        Number
of Warrant           Shares. Simultaneously with any adjustment to the Exercise Price
pursuant to           paragraph (a) of this Section 9, the number of Warrant Shares that
may be           purchased upon exercise of this Warrant shall be increased or decreased
          proportionately, so that after such adjustment the aggregate Exercise Price
          payable hereunder for the adjusted number of Warrant Shares shall be the same
as           the aggregate Exercise Price in effect immediately prior to such adjustment.  







		    (e)        Calculations.
All           calculations under this Section 9 shall be made to the nearest cent or the
          nearest 1/100th  of a share, as applicable. The number of shares of Common
          Stock outstanding at any given time shall not include shares owned or held by
or           for the account of the Company, and the disposition of any such shares shall
be           considered an issue or sale of Common Stock.  







		    (f)        Notice
of           Adjustments. Upon the occurrence of each adjustment pursuant to this
Section           9, the Company at its expense will, at the written request of the
Holder,           promptly compute such adjustment in accordance with the terms of this
Warrant           and prepare a certificate setting forth such adjustment, in good faith,
          including a statement of the adjusted Exercise Price and adjusted number or
type           of Warrant Shares or other securities issuable upon exercise of this
Warrant (as           applicable), describing the transactions giving rise to such
adjustments and           showing in detail the facts upon which such adjustment is
based. Upon written           request, the Company will promptly deliver a copy of each
such certificate to           the Holder and to the Company’s transfer agent for the
Common Stock.  







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		    (g)        Notice
of Corporate           Events. If, while this Warrant is outstanding, the Company (i)
declares a           dividend or any other distribution of cash, securities or other
property in           respect of its Common Stock, including without limitation any
granting of rights           or warrants to subscribe for or purchase any capital stock
of the Company or any           Subsidiary, (ii) authorizes or approves, enters into any
agreement contemplating           or solicits stockholder approval for any Fundamental
Transaction or (iii)           authorizes the voluntary dissolution, liquidation or
winding up of the affairs           of the Company, then, except if such notice and the
contents thereof shall be           deemed to constitute material non-public information,
the Company shall deliver           to the Holder a notice describing the material terms
and conditions of such           transaction at least ten (10) Trading Days prior to the
applicable record or           effective date on which a Person would need to hold Common
Stock in order to           participate in or vote with respect to such transaction, and
the Company will           take all reasonable steps to give Holder the practical
opportunity to exercise           this Warrant prior to such time; provided, however, that
the failure to           deliver such notice or any defect therein shall not affect the
validity of the           corporate action required to be described in such notice.  







    10.        Payment
of Exercise           Price. The Holder may pay the Exercise Price in one of the
following           manners:  



		    (a)        Cash
Exercise. If           an Exercise Notice is delivered at a time when a registration
statement covering           the resale of the Warrant Shares is effective, then the
Holder shall deliver           immediately available funds; or  







		    (b)        Cashless
Exercise.           If an Exercise Notice is delivered at a time when a registration
statement           covering the resale of the Warrant Shares is not effective, then the
Holder           shall notify the Company in an Exercise Notice of its election to
utilize           cashless exercise, in which event the Company shall issue to the Holder
the           number of Warrant Shares determined as follows:  







			
			
			
			
			
	 	 	X = Y [(A-B)/A]
	 	where:	 
	 	 	X = the number of Warrant Shares to be issued to the Holder.
	 	 	Y = the number of Warrant Shares with respect to which this Warrant is being exercised.
	 	 	A = the closing price on the Trading Day immediately prior to the Exercise Date.
	 	 	B = the Exercise Price then in effect.
			








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    11.        Reserved.  





    12.        No
Fractional           Shares. No fractional Warrant Shares will be issued in
connection with any           exercise of this Warrant. In lieu of any fractional shares
that would otherwise           be issuable, the Company shall pay cash equal to the
product of such fraction           multiplied by the closing price of one Warrant Share
as reported by the           applicable Trading Market on the Exercise Date.  



    13.        Notices.
Any and           all notices or other communications or deliveries hereunder (including,
without           limitation, any Exercise Notice) shall be in writing and shall be
deemed given           and effective on the earliest of (i) the date of transmission, if
such notice or           communication is delivered via facsimile at the facsimile number
specified in           this Section at or prior to 10:00 a.m. (New York City time) on a
Trading Day,           (ii) the next Trading Day after the date of transmission, if such
notice or           communication is delivered via fax at the fax number specified in
this Section           on a day that is not a Trading Day or later than 10:00 a.m. (New
York City time)           on any Trading Day, (iii) the Trading Day following the date of
mailing, if sent           by nationally recognized overnight courier service, or (iv)
upon actual receipt           by the party to whom such notice is required to be given.
The addresses for such           notices or communications shall be:  if to the
Company, to Pluristem           Therapeutics Inc., MATAM Advanced Technology Park,
Building No. 20, Haifa,           Israel, Attention: Chief Executive Officer, (Fax No.:
+972-74-7107173) (or such           other address as the Company shall indicate in
writing in accordance with this           Section) or (ii) if to the Holder, to the
address or facsimile number appearing           on the Warrant Register (or such other
address as the Holder shall indicate in           writing in accordance with this
Section).  



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    14.        Warrant
Agent. The           Company shall serve as warrant agent under this Warrant. Upon
thirty (30)           days’ notice to the Holder, the Company may appoint a new
warrant agent.           Any corporation into which the Company or any new warrant agent
may be merged or           any corporation resulting from any consolidation to which the
Company or any new           warrant agent shall be a party or any corporation to which
the Company or any           new warrant agent transfers substantially all of its
corporate trust or           shareholders services business shall be a successor warrant
agent under this           Warrant without any further act. Any such successor warrant
agent shall promptly           cause notice of its succession as warrant agent to be
mailed (by first class           mail, postage prepaid) to the Holder at the Holder’s
last address as shown           on the Warrant Register.  



    15.        Miscellaneous.  



		    (a)        This
Warrant shall be           binding on and inure to the benefit of the parties hereto and
their respective           successors and assigns. Subject to the preceding sentence,
nothing in this           Warrant shall be construed to give to any Person other than the
Company and the           Holder any legal or equitable right, remedy or cause of action
under this           Warrant. This Warrant may be amended only in writing signed by the
Company and           the Holder, or their successors and assigns.  







		    (b)        All
questions concerning           the construction, validity, enforcement and interpretation
of this Warrant shall           be governed by and construed and enforced in accordance
with the internal laws           of the State of New York, without regard to the
principles of conflicts of law           thereof. Each party agrees that all legal
proceedings concerning the           interpretations, enforcement and defense of this
Warrant and the transactions           herein contemplated (“Proceedings”)
(whether brought against a party           hereto or its respective Affiliates, employees
or agents) shall be commenced           exclusively in the New York Courts. Each party
hereto hereby irrevocably submits           to the exclusive jurisdiction of the New York
Courts for the adjudication of any           dispute hereunder or in connection herewith
or with any transaction contemplated           hereby or discussed herein, and hereby
irrevocably waives, and agrees not to           assert in any Proceeding, any claim that
it is not personally subject to the           jurisdiction of any New York Court, or that
such Proceeding has been commenced           in an improper or inconvenient forum. Each
party hereto hereby irrevocably           waives personal service of process and consents
to process being served in any           such Proceeding by mailing a copy thereof via
registered or certified mail or           overnight delivery (with evidence of delivery)
to such party at the address in           effect for notices to it under this Warrant and
agrees that such service shall           constitute good and sufficient service of
process and notice thereof. Nothing           contained herein shall be deemed to limit
in any way any right to serve process           in any manner permitted by law. Each
party hereto hereby irrevocably waives, to           the fullest extent permitted by
applicable law, any and all right to trial by           jury in any legal proceeding
arising out of or relating to this Warrant or the           transactions contemplated
hereby. If either party shall commence a Proceeding to           enforce any provisions
of this Warrant, then the prevailing party in such           Proceeding shall be
reimbursed by the other party for its attorney’s fees           and other costs and
expenses incurred with the investigation, preparation and           prosecution of such
Proceeding.  









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		    (c)        The
headings herein are           for convenience only, do not constitute a part of this
Warrant and shall not be           deemed to limit or affect any of the provisions
hereof.  







		    (d)        In
case any one or more           of the provisions of this Warrant shall be invalid or
unenforceable in any           respect, the validity and enforceability of the remaining
terms and provisions           of this Warrant shall not in any way be affected or
impaired thereby and the           parties will attempt in good faith to agree upon a
valid and enforceable           provision which shall be a commercially reasonable
substitute therefore, and           upon so agreeing, shall incorporate such substitute
provision in this Warrant.  







		    (e)        Prior
to exercise of this           Warrant, the Holder hereof shall not, by reason of by being
a Holder, be           entitled to any rights of a stockholder with respect to the
Warrant Shares.  








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        IN
WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its authorized
officer as of the date first indicated above. 







			PLURISTEM THERAPEUTICS INC.



By: 
——————————————

Name: 
——————————————

Title: 
——————————————








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PLURISTEM THERAPEUTICS
INC. 



EXERCISE NOTICE 



WARRANT ORIGINALLY
ISSUED JANUARY 29, 2009 



WARRANT NO. _________ 



Ladies and Gentlemen: 



(1)     The
 undersigned   hereby  elects  to  exercise  the   above-referenced   Warrant  with
 respect  to                 shares of Common Stock.   Capitalized  terms used herein and
not otherwise  defined herein have the respective meanings set forth in the Warrant. 



(2)     The
Holder intends that payment of the Exercise Price shall be made as (check one):  






	 	                      o
 	Cash
Exercise under Section 10(a)






	 	                      o
 	Cashless
Exercise under Section 10(b)






(3)     If the
Holder has elected a Cash Exercise, the holder shall pay the sum of $ ______________      to
the Company in accordance with the terms of the Warrant.  



(4)     Pursuant
to this Exercise Notice, the Company shall deliver to the Holder the number of Warrant
Shares determined in accordance with the terms of the Warrant.  




		
		
		
		
		
	Dated: _____________________	HOLDER:
	 
	 	___________________________________
	 	Print name  Ÿ
 
	 
	 	By: __________________________________
	 
	 	Title: ________________________________








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PLURISTEM THERAPEUTICS
INC. 



WARRANT ORIGINALLY
ISSUED JANUARY 29, 2009 



WARRANT NO. _________ 



FORM OF ASSIGNMENT 
To be completed and
signed only upon transfer of Warrant 



FOR VALUE RECEIVED, the undersigned
hereby sells, assigns and transfers unto _________________ the right represented by the
within Warrant to purchase _________________ shares of Common Stock to which the within
Warrant relates and appoints __________________ attorney to transfer said right on the
books of the Company with full power of substitution in the premises. 



		
		
		
		
		
	Dated: ______________________________	TRANSFEROR:
	 
	 	______________________________
	 	Print name Ÿ

	 
	 	By: ______________________________
	 
	 	Title: ______________________________
	 
	 	TRANSFEREE:
	 
	 	______________________________
	 	Print name Ÿ

	 
	 	By: ______________________________
	 
	WITNESS:	Title: ______________________________
	 
	______________________________
Print name Ÿ
	Address of Transferee: 

______________________________

______________________________








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