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): April 5, 2009
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
5, 2009, Brainstorm Cell Therapeutics Inc. (the “Company”) agreed to issue
1,800,000 shares of its common stock, par value $0.00005 per share (the “Common
Stock”), to Avinoam Kadouri and on April 2, 2009 the Company issued 2,500,000
shares of its Common Stock to Vivian Shaltiel. The shares issued to
Mr. Kadouri were issued upon Mr. Kadouri’s agreement to convert all amounts owed
to him as of December 31, 2008 by the Company ($180,000) into shares of Common
Stock, and the shares issued to Ms. Shaltiel were issued upon Ms. Shaltiel’s
agreement to convert all amounts owed to her by the Company ($200,000 plus
accrued but unpaid interest) pursuant to a promissory note issued to Ms.
Shaltiel by the Company. The promissory note was cancelled upon the
conversion of the amounts owed thereunder into shares of Common
Stock.
The
issuances of the securities described in this Item 3.02 were 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.
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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By:
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/s/ Rami
Efrati |
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Rami
Efrati
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Chief
Executive Officer
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