Current Report Filing (8-k)
March 06 2020 - 5:07PM
Edgar (US Regulatory)
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):
March 6, 2020
Brainstorm
Cell Therapeutics Inc.
(Exact name of registrant as specified
in its charter)
Delaware
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001-36641
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20-7273918
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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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1325 Avenue of Americas, 28th Floor
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New York, NY
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10019
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(Address of principal executive offices)
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(Zip Code)
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(201) 488-0460
(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:
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Written communications pursuant to Rule 425 under
the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under
the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b)
under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c)
under the Exchange Act (17 CFR 240.13e-4(c))
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Securities registered pursuant to Section
12(b) of the Act:
Title of each class
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Trading Symbol(s)
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Name of each exchange on which registered
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Common Stock, $0.00005 par value
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BCLI
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NASDAQ Stock Market LLC
(Nasdaq Capital Market)
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Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On March
6, 2020, Brainstorm Cell Therapeutics Inc. (the “Company”) entered into a Distribution Agreement (the
“Distribution Agreement”) with Raymond James & Associates, Inc. (the “Distribution Agent”). Pursuant
to the terms of the Distribution Agreement, the Company may sell from time to time or through the Distribution Agent shares of
the Company’s common stock, par value $0.00005 per share (the “Shares”), having an aggregate offering amount
of up to $50,000,000 (the “Offering”). The Company filed a prospectus supplement, March
6, 2020 (the “Prospectus Supplement”), with the U.S. Securities and Exchange Commission (the “SEC”)
in connection with the Offering. Sales of the Shares, if any, will be made by any method permitted by law that is deemed to be
an “at the market” offering as defined in Rule 415 promulgated under the Securities Act of 1933, as amended (the “Securities
Act”), including, without limitation, sales made directly on the Nasdaq Capital Market, on any other existing trading
market for the Shares, through a market maker or as otherwise agreed by the Company and the Distribution Agent.
Subject to the terms and conditions of the
Distribution Agreement, the Distribution Agent will use its commercially reasonable efforts to sell the Shares from time to time,
based upon the Company’s instructions.
The Company has no obligation to sell any
of the Shares, and may at any time suspend sales under the Distribution Agreement or terminate the Distribution Agreement in accordance
with its terms. The Company has provided the Distribution Agent with customary indemnification rights, and the Distribution Agent
will be entitled to a fixed commission of 3.0% of the aggregate gross proceeds from the Shares sold. The Distribution Agreement
contains customary representations and warranties, and the Company is required to deliver customary closing documents and certificates
in connection with sales of the Shares.
The Shares will be issued pursuant to the
Company’s existing shelf registration statement on Form S-3 (File No. 333-225517) (the “Registration Statement”),
which was filed with the SEC and declared effective by the SEC on June 29, 2018, and the Prospectus Supplement. This Current
Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there
be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior
to the registration or qualification under the securities law of any such state or jurisdiction.
The summary of the Distribution Agreement
set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy
which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
The information contained in this Current
Report on Form 8-K (including the exhibits hereto) is hereby incorporated by reference into the Registration Statement.
Item 8.01. Other.
On March 6, 2020, the Company closed the previously
announced $10,000,000 registered direct offering of 1,250,000 shares of common stock at a purchase price of $8.00 per share
and a Warrant for the purchase of up to 250,000 shares of common stock with an exercise price of $15.00 per share.
Item 9.01. Financial Statements
and Exhibits.
(d) Exhibits
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.
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BRAINSTORM CELL THERAPEUTICS INC.
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Date: March 6, 2020
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By:
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/s/ Chaim Lebovits
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Chaim Lebovits
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Chief Executive Officer and President
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