| CUSIP No. 10501E
10 2 |
Schedule 13D
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Item
1. Security and Issuer
This
statement relates to the common stock, $.00005 par value (the “Common Stock”) of
Brainstorm Cell Therapeutics Inc. (the “Company”), including shares of Common
Stock that may be acquired upon the exercise of warrants (the “Warrants”) issued
by the Company. The Company’s principal executive offices are located at 110
East 59th
Street,
New York, NY 10022.
Item
2. Identity and Background
The
reporting persons are: ACC International Holdings Ltd. (“Holdings”), ACCBT
Corp. (“ACCBT”) and Chaim Lebovits (“Mr. Lebovits”). Holdings, ACCBT and Mr.
Lebovits are sometimes hereinafter referred to
as the
“Reporting Persons.” A copy of their agreement in writing to file this statement
on behalf of each of them is attached hereto as Exhibit 1.
Holdings
holds 100% of the outstanding equity of ACCBT. Mr. Lebovits is the
sole director
of Holdings and ACCBT.
Holdings
is a corporation organized under the laws of the British Virgin Islands.
Holdings is a holding company for several businesses.
ACCBT
is
a corporation organized under the laws of the British Virgin Islands.
The
principal business of ACCBT is to hold securities in biotechnology
companies.
Mr. Lebovits
is an individual who is a private investor and the current President
of the
Company. Mr. Lebovits is a citizen of Israel and the United States.
Holdings’,
ACCBT’s and Mr. Lebovits’ principal business address is Morgan & Morgan
Building, Pasea Estate, Road Town, Tortola, BVI.
(d)
and
(e): During the past five years, none of the Reporting Persons (i)
have been
convicted in a criminal proceeding (excluding traffic violations or
similar
misdemeanors), or (ii) have been a party to a civil proceeding of a
judicial or
administrative body of competent jurisdiction and as a result of such
proceeding
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal
or
state securities laws or finding any violation with respect to such
laws.
Item
3. Source and Amount of Funds or Other Consideration
The
shares of Common Stock and the Warrants may be acquired by ACCBT pursuant
to the
terms of a Subscription Agreement, dated as of July 2, 2007, by and
between
ACCBT and the Company (the “Subscription Agreement”). The Subscription Agreement
provides that, upon the satisfaction of customary closing conditions
(which may
be waived by ACCBT), on such closing dates as are set forth in the
Subscription
Agreement, the Company shall sell to ACCBT, and ACCBT shall buy from
the
Company, up to (i) 27,500,000 shares of the Company’s Common Stock (the
“Shares”), and (ii) Warrants to purchase up to 30,250,000 shares of Common
Stock. The aggregate purchase price for the Shares and the Warrants
shall be
$5,000,000.
ACCBT
has
not yet acquired the Shares and Warrants. However, because ACCBT may
acquire the
Shares and Warrants at any time, and because the Warrants may be exercised
at
any time upon acquisition, ACCBT is the beneficial owner of the Shares
and
Warrants.
ACCBT
will use cash on hand to purchase the Shares and Warrants at the first
closing.
Item
4. Purpose of Transaction
The
purpose of the purchase of the Shares and Warrants is to make a long
term
investment to fund the Company for general corporate and working capital
purposes.
(a) ACCBT
may
acquire the Shares and Warrants on such closing dates as are set forth
in the
Subscription Agreement.
(d) In
connection with the transactions contemplated by the Subscription Agreement,
Mr.
Lebovits was appointed President of the Company. In addition, the Subscription
Agreement provides that immediately following the first closing and
thereafter,
ACCBT will have the right to appoint 40% of the members of the Board
of
Directors of the Company. Upon payment by ACCBT to the Company of the
first
$2,000,000 of the total consideration for the Shares and Warrants,
ACCBT will
have the right to appoint 50.1% of the Board of Directors of the Company.
ACCBT’s right to designate members of the Board of Directors of the Company
will
automatically terminate at such time as ACCBT holds less than 5% of
the issued
and outstanding shares of capital stock of the Company.
(e) If
ACCBT
acquires the Shares and Warrants pursuant to the Subscription Agreement,
there
will be a material change in the present capitalization of the Company.
Except
as
set forth above in response to this Item 4, the Reporting Persons do
not
presently have any other plans or proposals which would result in:
(a) the
acquisition by any person of additional securities of the Company or
the
disposition of securities of the Company, (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation involving
the
Company or any of its subsidiaries, (c) a sale or transfer of a material
amount
of assets of the Company or any of its subsidiaries, (d) any change
in the
present Board of Directors or management of the Company, including
any plans or
proposals to change the number or term of directors or to fill any
existing
vacancies on the Board, (e) any material change in the present capitalization
or
dividend policy of the Company, (f) any other material change in the
Company’s
business or corporate structure, (g) any changes in the Company’s charter,
by-laws or instruments corresponding thereto or other actions which
may impede
the acquisition of control of the Company by any person, (h) a class
of
securities of the Company to be delisted from a national securities
exchange or
to cease to be authorized to be
quoted
in
an inter-dealer quotation system of a registered national securities
association, (i) a class of equity securities of the Company to become
eligible
for termination of registration pursuant to Section 12(g)(4) of the
Securities
Exchange Act of 1934, or (j) any action similar to any of those enumerated
above.
Item
5. Interest in Securities of the Issuer
(a) As
of the
date of this filing, the Reporting Persons are the beneficial owners
of an
aggregate of 57,750,000 shares of Common Stock. Of the 57,750,000 shares
of
Common Stock beneficially owned by the Reporting Persons, 30,250,000
shares are
subject to Warrants that may be acquired and exercised at any time
by ACCBT.
The
57,750,000 shares of Common Stock beneficially owned by the Reporting
Persons
represent 69.5% of the total number of shares of Common Stock of the
Company
outstanding as of July 9, 2007, assuming all of the Shares and Warrants
had been
acquired by ACCBT, and all of the Warrants had been exercised in full,
as of
July 9, 2007.
(b) ACCBT
will have sole voting power and sole dispositive power over the Shares
and the
shares of Common Stock that may be acquired by ACCBT upon exercise
of the
Warrants.
(c) Not
applicable.
(d) Not
applicable.
(e) Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect
to
Securities of the Issuer
ACCBT
is
a party to (i) the Subscription Agreement providing for, among other
things, the
issuance and sale of the Shares and Warrants, and (ii) a Registration
Rights
Agreement with the Company pursuant to which the Company is obligated
to
register for resale under the Securities Act of 1933, as amended, the
Shares and
the shares of Common Stock that may be acquired upon exercise of the
Warrants.
In
connection with the Subscription Agreement, the Company agreed to issue,
upon
the first closing date, as a finder’s fee, 1,250,000 shares of Common Stock of
the Company to Tayside Trading Ltd. or its registered assigns.
ACCBT
is
a party to a Security Holders Agreement, dated as of July 2, 2007,
by and among
ACCBT and each of Yoram Drucker, Irit Arbel, Zegal and Ross LLP, Basad
Holdings and Shia Rabinovich (the “Security Holders Agreement”). The parties to
the Security Holders Agreement are obligated to vote their shares in
favor of
ACCBT’s nominees to the Company’s Board of Directors at such times as are
described in the Security Holders Agreement. In addition, so long as
ACCBT holds
at least 5% of the outstanding shares of capital stock of the Company,
the
parties to the Security Holders Agreement agreed to not vote any of
their shares
of the Company in favor of (i) any change in the certificate of incorporation
of
the Company or its bylaws, or alteration of the capital structure of
the Company
through any reclassification or consolidation, (ii) the declaration
or payment
of any dividend or the making of any distributions to any holders of
any shares
in the capital of the Company, (iii) the taking of any steps to voluntarily
liquidate, dissolve, wind-up or otherwise terminate the corporate existence
of
the Company, (iv) the share sale or exchange, merger, consolidation,
amalgamation, arrangement, asset acquisition or any other similar transaction
the effect of which is to place control of the business of the Company
in the
hands of an arm’s length third party, and (v) any commitment or agreement to do
any of the foregoing.
Except
to
the extent set forth above, the Reporting Persons are not a party to
any
contract, arrangement, understanding or relationship (legal or otherwise)
concerning any securities of the Company, including but not limited
to transfer
or voting of any securities, finders’ fees, joint ventures, loan or option
arrangements, puts or calls, guarantee of profits, division of profits
or loss,
or the giving or withholding of proxies. In addition, none of the Shares
or
Warrants have been pledged or are otherwise subject to a contingency
the
occurrence of which would give another person voting power or investment
power
over such securities.
Item
7. Material to be filed as Exhibits.
| 1. |
Form
of Joint Filing Agreement, dated as of July 12, 2007, by
and among
ACC International Holdings Ltd.,
ACCBT
Corp. and Chaim Lebovits.
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| 2. |
Subscription
Agreement, dated as of July 2, 2007, by and between the Company
and ACCBT
Corp.
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| 3. |
Form
of Common Stock Purchase Warrant to be issued by the Company
to ACCBT
Corp.
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| 4. |
Form
of Registration Rights Agreement by and between the Company
and ACCBT
Corp.
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| 5. |
Form
of Security Holders Agreement by and between ACCBT Corp.
and certain
security
holders
of the Company.
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SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify
that
the information set forth in this statement is true, complete and
correct.
This
Schedule may be executed in one or more counterparts, each of which
will be
deemed an original, but all of which together shall constitute one
and the same
instrument.
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ACC
INTERNATIONAL
HOLDINGS LTD. |
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| Date: July
12, 2007 |
By: |
/s/
Chaim Lebovits |
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Name/Title: Chaim
Lebovits/Director |
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ACCBT
CORP. |
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| Date: July
12, 2007 |
By: |
/s/ Chaim Lebovits |
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Name/Title: Chaim
Lebovits/Director |
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| Date: July
12, 2007 |
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/s/ Chaim Lebovits |
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Chaim
Lebovits |
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