UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K/A
AMENDMENT
NO. 1 TO
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of
1934
Date
of
Report (Date of earliest event reported): October 15, 2007
Brainstorm
Cell Therapeutics Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-61610
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20-8133057
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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110
East 59th
Street
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New
York, New York
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10022
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(Address
of principal executive offices)
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(Zip
Code)
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(212)
557-9000
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
o
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Explanatory
Note: On
October 19, 2007, Brainstorm Cell Therapeutics Inc. (the “Company”) filed a
Current Report on Form 8-K (the “Original Report) to report the appointment of
Mr. Abraham (Rami) Efrati as the Company’s Chief Executive Officer. The Company
explained in the Original Report that the Company had not determined the
compensation of Mr. Efrati as of the date of filing the Original Report and
that
the Company would file an amendment to the Original Report within four business
days after Mr. Efrati’s compensation was determined. The Company is filing this
amendment to the Original Report to report the compensation of Mr. Efrati.
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Item 5.02
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Departure
of Directors or Certain Officers; Election of Directors; Appointment
of
Certain Officers; Compensatory Arrangements of Certain Officers.
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(c)
On
October 23, 2007, the Board of Directors of the Company (i) set Mr. Efrati’s
compensation at an aggregate of 50,000 Shekels per month, which is equal to
approximately U.S.$12,500, and (ii) granted Mr. Efrati an option (the “Option”)
to purchase an aggregate of 1,000,000 shares (the “Shares”) of common stock,
$0.00005 par value per share (the “Common Stock”) of the Company. The Option was
granted pursuant to the Company’s 2004 Global Share Option Plan (the “Plan”) to
the extent there are a sufficient number of shares of Common Stock available
for
grant under the Plan. The Shares of Common Stock subject to the Option that
exceed the number of shares of Common Stock available for grant under the Plan
were granted outside the plan. The exercise price per Share is $0.87, which
is
equal to the closing price per share of the Common Stock on the Over-the-Counter
Bulletin Board on the date of grant of the Option. The Option vests and becomes
exercisable with respect to 1/6 of the Shares on each six-month anniversary
of
the date of grant until fully vested and exercisable on the third anniversary
of
the date of grant, provided that Mr. Efrati is employed by or providing services
to the Company on each applicable vesting date.
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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October
26, 2007
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Brainstorm
Cell Therapeutics Inc.
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By: |
/s/ Chaim
Lebovits |
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Chaim
Lebovits
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President
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