UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
Brainstorm Cell Therapeutics Inc.
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(Name of Issuer)
Common Stock, par value $.00005 per share
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(Title of Class of Securities)
10501E 10 2
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(CUSIP Number)
Daniel Offen
Felsenstein Medical Research Center
Rabin Medical Center, Beilinson Campus
Sackler Faculty of Medicine
Tel-Aviv University
Petah-Tikva 49100, Israel
Tel: +972-3-9376130
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
September 5, 2005
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(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
|_|.
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7 for other parties
to whom copies are to be sent.
(Page 1 of 7 pages)
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*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
SCHEDULE 13D
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CUSIP No. 10501E 10 2 Page 2 of 7 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Daniel Offen
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A) |_|
(B) |_|
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
N/A
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5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e)
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Israel
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7 SOLE VOTING POWER
2,688,177
NUMBER OF ---------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
EACH ---------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 2,688,177
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,688,177
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12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.9%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT*
CUSIP No. 10501E 10 2 Page 3 of 7 Pages
Item 1. Security and Issuer
Brainstorm Cell Therapeutics Inc.
Common Stock ($.00005 Par Value)
Brainstorm Cell Therapeutics Inc.
1350 Avenue of the Americas
New York, NY 10019
Item 2. Identity and Background
(a) The name of the reporting person is Dr. Daniel Offen.
(b) The business address for the reporting person is Felsenstein Medical
Research Center, Rabin Medical Center, Beilinson Campus, Sackler Faculty of
Medicine, Tel-Aviv University, Petah-Tikva 49100, Israel.
(c) Dr. Offen has been head of the Neuroscience Laboratory at Tel Aviv
University, School of Medicine since 1993. He also consults to the Issuer and
serves in such consulting role as the Chief Scientist.
(d) No.
(e) No.
(f) Dr. Offen is an Israeli citizen.
CUSIP No. 10501E 10 2 Page 4 of 7 Pages
Item 3. Source and Amount of Funds or Other Consideration
The securities reported herein are two different warrants -
one to purchase 1,590,962 shares of common stock of the Issuer at an exercise
price of $0.01 per share (the "Ramot Warrants") and one to purchase 1,097,215
shares of common stock of the Issuer at an exercise price of $0.01 per share
(the "Consultant Warrants", and together with the Ramot Warrants, the
"Warrants").
The Warrants were issued to Dr. Offen effective November 4,
2004, will become exercisable in full on November 4, 2005 and will remain
exercisable until November 4, 2010. The Ramot Warrants were issued to Dr. Offen
in connection with the Research and License Agreement entered into between the
Issuer and Ramot at Tel Aviv University ("Ramot") on July 8, 2004 (the "License
Agreement"). Pursuant to Section 7.2 of the License Agreement, the Issuer agreed
to issue to Ramot and its designees, warrants to purchase 29% of the Issuer's
issued and outstanding shares of capital stock on a fully diluted and as
converted basis as of the date on which it completed an investment of an
aggregate of $750,000. This investment was completed effective November 4, 2004
and, as a result, warrants to purchase a total of 10,606,415 shares of the
Issuer's common stock (29% of the Issuer's issued and outstanding shares of
capital stock as of such date on a fully diluted and as converted basis) were to
be issued in accordance with the License Agreement to Ramot and its designees.
Pursuant to the License Agreement, Ramot instructed the Issuer to issue warrants
to purchase 4,242,566 shares of the Issuer's common stock to certain designees
and to issue the remaining warrants to purchase 6,363,849 shares of common stock
to Ramot. Of the warrants to purchase 4,242,566 shares that were designated for
Ramot's designees, Dr. Offen was issued warrants to purchase 1,590,962 shares of
common stock.
Simultaneously with the execution of the License Agreement, the Issuer
entered into an individual consulting agreement (the "Consulting Agreement")
with Dr. Offen pursuant to which, all intellectual property developed by Dr.
Offen in the performance of his services thereunder will be owned by Ramot and
licensed to the Issuer under the License Agreement. Pursuant to Section 3(b) of
the Consulting Agreement, the Issuer agreed to issue Dr. Offen, as partial
consideration for his consulting services, the Consultant Warrants to purchase
1,097,215 shares of the Issuer's common stock (reflecting 3% of the Issuer's
issued and outstanding shares of capital stock on a fully diluted and as
converted basis on the same date as the issuance of the Ramot Warrants (November
4, 2004) and on the same terms as the warrants issued to Ramot Warrants).
CUSIP No. 10501E 10 2 Page 5 of 7 Pages
Item 4. Purpose the Transaction.
(a) Not Applicable.
(b) Not Applicable
(c) Not Applicable.
(d) Not Applicable.
(e) Not Applicable.
(f) Not Applicable.
(g) Not Applicable.
(h) Not Applicable.
(i) Not Applicable.
(j) Not Applicable.
Item 5. Interest in Securities of the Issuer.
(a) As of the date of this filing, the Reporting Person is the
beneficial owner of an aggregate of 2,688,177 shares of Common Stock
representing 10.9% of the total class outstanding.
(b) The Reporting Person has sole voting and dispositive power with
respect to the 2,688,177 shares of the Common Stock owned by him.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
CUSIP No. 10501E 10 2 Page 6 of 7 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
On March 21, 2005, the reporting person entered into a lock up
agreement with the Issuer with respect to the Warrants. Under the lock-up
agreements, the reporting person may not transfer his securities to anyone other
than permitted transferees without the prior consent of the Issuer's Board of
Directors, for the period of time as follows: (i) eighty-five percent (85%) of
the securities shall be restricted from transfer for the twenty-four month
period following July 8, 2004 and (ii) fifteen percent (15%) of the securities
were restricted from transfer for the twelve month period following July 8,
2004.
In accordance with the License Agreement and the Warrants, the Issuer
has agreed to use reasonable best efforts to register the shares underlying the
Warrants (whether by demand, piggy back registration or otherwise) by no later
than twenty-one (21) months from July 8, 2004 (the execution date of the License
Agreement) and agreed to maintain the effectiveness of a registration statement
covering such shares until the earlier of (i) the time at which all of the
shares underlying the warrant then held by the holder could be sold in any 90
day period pursuant to Rule 144 under the Securities Act or (ii) the expiration
date of the warrant. These registration rights will be set forth fully in a
separate registration rights agreement to be entered into between the holder and
the Issuer which agreement shall include customary provisions regarding, inter
alia, indemnification by the Issuer of the holder.
Item 7. Material to be filed as Exhibits.
EXHIBIT DESCRIPTION
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1 Form of Warrant to purchase common stock dated as of November
4, 2004 issued pursuant to consulting agreement with Dr.
Daniel Offen (incorporated by reference to Exhibit 4.08 of
Amendment No. 1 to Issuer's Current Report on Form 8-K/A filed
February 14, 2005).
2 Research and License Agreement, dated as of July 8, 2004,
between Ramot at Tel-Aviv University Ltd. and the Issuer
(incorporated by reference to Exhibit to Current Report on
Form 8-K dated July 8, 2004).
3 Consulting Agreement, dated as of July 8, 2004, between Dr.
Daniel Offen and the Issuer (incorporated by reference to
Exhibit to Current Report on Form 8-K dated July 8, 2004).
4 Lock-up Agreement, dated as of March 21, 2005, between certain
security holders and the Issuer (incorporated by reference to
Current Report on Form 8-K dated March 21, 2005).
CUSIP No. 10501E 10 2 Page 7 of 7 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: September 15, 2005 By: /s/ Daniel Offen
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Tel Aviv, Israel Dr. Daniel Offen
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).