Unassociated Document
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date
of
Report (Date of earliest event reported): February 21, 2008
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 59 th
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))
On
December 19, 2007, Brainstorm Cell Therapeutics Inc. (the “Company”) issued
500,000 shares of the Company’s common
stock, par value $0.00005 (“Common Stock”), to
Ahavas
Tzedakah Vechesed, as Tayside Trading Ltd’s assignee, as part of the
1,250,000-share finder’s fee that Tayside Trading Ltd is entitled to over time
in connection with the installment investments in the Company made by ACCBT
Corporation (as was previously disclosed).
On
February 13, 2008, upon exercise of a warrant held by Malcom S. Taub, the
Company issued an aggregate of 675,000 shares of its Common Stock to Malcom
S.
Taub. The aggregate price paid by Mr. Taub for the 675,000 shares was $33.75.
The warrant was acquired by Mr. Taub personally from the Company on December
23,
2004 in a private transaction between the parties.
On
February 13, 2008, upon exercise of a warrant held by Ernest Muller, the Company
issued an aggregate of 225,000 shares of its Common Stock to Ernest Muller.
The
aggregate price paid by Mr. Taub for the 225,000 shares was $11.25. The warrant
was acquired by Mr. Muller personally from the Company on December 23, 2004
in a
private transaction between the parties.
On
February 18, 2008, upon conversion of a $25,000 8% Convertible Promissory Note,
dated as of April 10, 2007, issued by the Company to Morris J. Zakeim, the
Company issued 75,937 shares of Common Stock of the Company to Morris J. Zakeim
upon receipt of written notice of his election to convert all of the outstanding
principal and interest amount of the note into shares of the Company’s Common
Stock. The conversion price was $0.35.
On
February 21, 2008, upon conversion of a $200,000 8% Convertible Promissory
Note,
dated as of December 12, 2006, issued by the Company to Eliyahu Weinstein,
the
Company issued 619,523 shares of Common Stock of the Company to Eliyahu
Weinstein upon receipt of written notice of his election to convert all of
the
outstanding principal and interest amount of the note into shares of the
Company’s Common Stock. The conversion price was $0.35.
The
issuance of the securities described in this Item 3.02 was effected without
registration in reliance on Section 4(2) of the Securities Act of 1933, as
amended, as a sale by the Company not involving a public offering. No
underwriters were involved with the issuance of such securities. The Company
intends to use the net proceeds of the warrant exercises described above for
general corporate and working capital purposes.
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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Brainstorm
Cell Therapeutics Inc.
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April
3, 2008
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By: |
/s/ Rami
Efrati |
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Rami
Efrati
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Chief
Executive Officer
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