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) March 21, 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:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] 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 March 21, 2005, we entered into lock-up agreements with (a) 29 shareholders
with respect to 15,290,000 shares of our common stock held by them, and (b)
holders of warrants to purchase 12,800,844 shares of our common stock. Under
these lock-up agreements, these security holders may not transfer these
securities to anyone other than permitted transferees without the prior consent
of our 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 (24) month period following July 8, 2004 (the date of our research
and license agreement with Ramot at Tel Aviv University Ltd.) and (ii) fifteen
percent (15%) of the securities shall be restricted from transfer for the twelve
(12) month period following July 8, 2004.
A copy of the form of lock-up agreement is attached hereto as Exhibit 10.10. A
press release relating to the lock-up agreements, dated March 22, 2005, is
attached hereto as Exhibit 99.1.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits.
10.10 Form of Lock-up Agreement, dated March 21, 2005, between
certain security holders and Registrant
99.1 Press release dated March 22, 2005
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: March 21, 2005
BRAINSTORM CELL THERAPEUTICS INC.
/s/ Yaffa Beck
-----------------------------------
Name: Yaffa Beck
Title: President & CEO
EXHIBIT INDEX
Exhibit Number Description
-------------- -----------
10.10 Form of Lock-up Agreement, dated March 21, 2005, between
certain security holders and Registrant
99.1 Press release dated March 22, 2005