UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) December 7, 2005
Brainstorm Cell Therapeutics Inc.
(Exact name of registrant as specified in its charter)
Washington 333-61610 912061053
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1350 Avenue of the Americas
New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-557-9000
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
Effective December 7, 2005, in connection with a second closing of a private
placement, we entered into a Subscription Agreement and Stock Purchase Agreement
with an investor ("Investor") pursuant to which such Investor purchased, in the
aggregate, 187,500 Units for a purchase price per Unit of $.80, or $150,000
gross proceeds in the aggregate. Each Unit consists of (i) one share of our
common stock, (ii) a warrant to purchase one share of our common stock at an
exercise price of $1.00 per share, which warrant is exercisable for a three-year
period from the date of issuance (such private placement referred to as the
"Offering").
The Subscription Agreement provides certain registration rights in connection
with the Offering as follows. We intend to raise up to an additional $600,000 in
gross proceeds pursuant to additional closings under the Offering (the shares of
common stock issued as part of the Offering and the shares of common stock into
which the warrants that are being issued as part of the Offering are exercisable
are referred to below as "Common Shares). We intend to file a Registration
Statement on Form SB-2 (or an alternative available form if we are not eligible
to file a Form SB-2) covering the Common Shares no later than forty five (45)
days after the final closing under the Offering and will use our reasonable best
efforts to cause such Registration Statement to be declared effective within
ninety (90) days thereafter. In the event the Registration Statement has not
been declared effective within 135 days of such closing of the Offering, we will
pay to the Investors liquidated damages equal to 1.0% of the amount invested for
each subsequent 30-day period until such Registration Statement is declared
effective. The above registration rights will also be applicable to the first
closing of the Offering reported in our Current Report on Form 8-K dated
September 30, 2005.
Item 3.02. Unregistered Sales of Equity Securities
Effective December 7, 2005 we had a second closing of a private placement and
received gross proceeds of $150,000 in the aggregate from an investor pursuant
to which such investor purchased, in the aggregate, 187,500 Units for a purchase
price per Unit of $.80. Each Unit consists of (i) one share of our common stock
and (ii) a warrant to purchase one share of our common stock at an exercise
price of $1.00 per share, which warrant is exercisable for a three-year period
from the date of issuance.
We retained Octagon Trading Group LLC as a placement agent in connection with
the Offering. Under the terms of our agreement, Octagon will (i) receive a cash
fee of ten percent (10%) of the total proceeds raised in the Offering (and six
percent (6.0%) of the proceeds actually received by us from the exercise of any
warrants issued as part of the Offering) and (ii) be issued a warrant valid for
five years post closing to purchase a total of ten percent (10.0%) of the total
proceeds raised in the Offering at an exercise price of $1.50 per share, which
will be determined using a black scholes calculation. The warrant will be issued
following subsequent closings under the Offering.
We believe that such transactions were exempt from the registration requirements
of the Securities Act of 1933 by virtue of Regulation D promulgated thereunder.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
4.10 Form of Warrant to purchase common stock for $1.00 per share
10.21 Form of December 2005 Subscription Agreement
SIGNATURES
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.
Dated: December 12, 2005
BRAINSTORM CELL THERAPEUTICS INC.
/s/ Yoram Drucker
-----------------------------------
Name: Yoram Drucker
Title: Chief Operating Officer
(Principal executive officer)
EXHIBIT INDEX
Exhibit
Number Description
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4.10 Form of Warrant to purchase common stock for $1.00 per share
10.21 Form of December 2005 Subscription Agreement