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 17, 2010
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))
Item
1.01 Entry into a Material Definitive Agreement.
On
February 17, 2010, BrainStorm Cell Therapeutics, Inc. (the “Company”) entered
into Securities Purchase Agreements with three individual investors
(collectively, the “Investors”), pursuant to which the Company agreed to issue
to the Investors an aggregate of 6,000,000 shares of common stock and
two-year warrants to purchase 3,000,000 shares of common stock with an exercise
price of $0.50 in exchange for $1,500,000. The transaction is
expected to close within five business days after February 17,
2010.
Neither
the shares of common stock offered and sold in the private placement nor the
shares of common stock underlying the warrants were registered under the
Securities Act of 1933, and, therefore, such shares may not be offered or sold
in the United States absent registration or an applicable exemption from
registration. The Company offered and sold the shares of common stock and
warrants in reliance on the statutory exemption from registration in Section
4(2) of the Securities Act or 1933 and/or Regulation S promulgated thereunder.
This Current Report on Form 8-K is not an offer to sell or a solicitation of an
offer to buy any securities of the Company, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer, solicitation or
sale would be unlawful prior to registration or qualification under the
securities laws of any such state or jurisdiction. This Current Report on Form
8-K is being issued pursuant to and in accordance with Rule 135c under the
Securities Act of 1933.
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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February
19, 2010
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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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