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): April 28, 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
April
28, 2008, Brainstorm Cell Therapeutics Inc. (the “Company”) engaged Brightman
Almagor & Co., a member of Deloitte Touche Tohmatsu, (“Deloitte”) as its
independent registered public accounting firm, commencing with the review of
the
Company’s financial statements to be included in the Company’s quarterly report
on Form 10-Q for the fiscal quarter ended March 31, 2008. This action, which
was
approved by the Company’s Audit Committee, dismisses Kost Forer Gabbay &
Kasierer, a member of Ernst & Young Global, (“Kost”), as the Company’s
independent registered public accounting firm for the remainder of the fiscal
year ending December 31, 2008.
Except
as
noted in the paragraph immediately below, Kost’s audit reports on the Company’s
consolidated financial statements for the fiscal years ended December 31, 2007
and 2006 did not contain an adverse opinion or disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles.
The
reports of Kost on the Company's consolidated financial statements as of and
for
the fiscal years ended December 31, 2007 and 2006, contained an explanatory
paragraph which noted its substantial doubt about the Company's ability to
continue to operate as a going concern by (i) the fact that the Company has
incurred operating losses and has a negative cash flow from operating activities
and has a working capital deficiency and (ii) the uncertainty which may result
from one of the Company’s research and development license agreements. The
reports also noted that the Company’s financial statements do not include any
adjustments to reflect the possible future effects on the recoverability and
classification of assets or the amounts and classification of liabilities that
may result from the outcome of this uncertainty.
During
the Company’s fiscal years ended December 31, 2007 and 2006 and through the
current date, there were no disagreements between the Company and Kost on any
matter of accounting principle or practice, financial statement disclosure,
or
auditing scope or procedure which, if not resolved to Kost’s satisfaction, would
have caused it to make reference to the matter in conjunction with its report
on
the Company’s consolidated financial statements for the relevant
year.
Except
as
noted in the paragraph immediately below, during the Company’s fiscal years
ended December 31, 2007 and 2006 and through the current date there were no
reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K.
As
disclosed in the Company’s annual report on Form 10-KSB for the fiscal year
ended December 31, 2007, a material weakness was identified, as the Company
did
not maintain effective controls over certain aspects of the financial reporting
process because it lacked a sufficient complement of personnel with a level
of
accounting expertise and an adequate supervisory review structure that is
commensurate with the Company’s financial reporting requirements. Specifically,
the Company’s Chief Financial Officer handles certain accounting issues of the
Company alone as there is no one in the Company’s accounting and finance
departments who is qualified to assist him.
During
the Company’s fiscal years ended December 31, 2007 and 2006 and through the
current date, neither the Company, nor anyone on behalf of the Company,
consulted with Deloitte with respect to either (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the
type
of audit opinion that might be rendered on the Company’s consolidated financial
statements, and no written report or oral advice was provided by Deloitte to
the
Company that Deloitte concluded was an important factor considered by the
Company in reaching a decision as to the accounting, auditing, or financial
reporting issue or (ii) any matter that was the subject of either a disagreement
(as defined in Item 304(a)(1)(iv) of Regulation S-K) or a reportable event
(as
described in Item 304(a)(1)(v) of Regulation S-K).
The
Company provided
Kost with a copy of the foregoing statements and requested that Kost furnish
the
Company a letter addressed to the Securities and Exchange Commission stating
whether or not Kost agrees with the above statements. A copy of such
letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.
Item 9.01
Financial Statements and Exhibits.
(d)
The
exhibit listed in the Exhibit Index immediately preceding such exhibit is filed
with this report.
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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April
30, 2008
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Brainstorm
Cell Therapeutics Inc.
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By:
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/s/
Rami Efrati
Rami
Efrati
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Chief
Executive Officer
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Exhibit
No.
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Description
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16.1
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Letter
from Kost Forer Gabbay & Kasierer to the Securities and Exchange
Commission dated April 30, 2008
regarding change in certifying accountant of the
Registrant.
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