Current Report Filing (8-k)
October 27 2020 - 6:05AM
Edgar (US Regulatory)
0001137883
false
0001137883
2020-10-22
2020-10-22
iso4217:USD
xbrli:shares
iso4217:USD
xbrli:shares
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): October 27, 2020 (October 22, 2020)
Brainstorm Cell Therapeutics Inc.
(Exact name of registrant as specified
in its charter)
Delaware
|
|
001-36641
|
|
20-7273918
|
(State or other jurisdiction of incorporation)
|
|
(Commission File No.)
|
|
(IRS Employer Identification No.)
|
1325 Avenue of Americas, 28th Floor
|
|
New York, NY
|
10019
|
(Address of principal executive offices)
|
(Zip Code)
|
(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:
|
¨
|
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))
|
Securities registered pursuant to Section
12(b) of the Act:
Title of each class
|
Trading Symbol(s)
|
Name of each exchange on which registered
|
Common Stock, $0.00005 par value
|
BCLI
|
NASDAQ Stock Market LLC
(Nasdaq Capital Market)
|
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 October 22, 2020, Brainstorm
Cell Therapeutics Inc. (the “Company”) entered into a binding proposal (the “Agreement”) with Catalent
Houston, LLC, a subsidiary of Catalent, Inc. (“Catalent”) pursuant to which the Company will contract Catalent to begin
initial technology transfer work for its own NurOwn® program, raw materials storage and GMP Preparation.
The Agreement calls for an initial non-refundable
$1 million payment from the Company to Catalent, which the Company paid, along with additional payments to be made upon an agreed
upon schedule upon the completion of certain aspects of the partnership, totaling initially, up to approximately $4.2 million.
The Agreement is terminable by the Company
for three (3) months from the execution date of the Agreement, in the event that (i) any ongoing clinical trials relating to the
Company’s NurOwn® program fail to achieve their primary endpoints, or (ii) the U.S. Food and Drug Administration
places a hold on any of the Company’s clinical trials relating to the NurOwn® program. Upon the event of termination
by the Company, the Company shall pay Catalent for (1) all fees related to services and activities performed prior to the effective
date of such termination, and (2) all costs and expenses incurred, and all non-cancellable commitments made, in the performance
of such services and activities, including (A) any costs incurred to wind down and cease any ongoing services and (B) the costs
for any sample/materials, reference materials, equipment, and supplies purchased by Catalent for their work under the Agreement.
The Company
and Catalent are working on material documentation, which, pursuant to the terms of the Agreement, will include an implementation
strategy for the technology transfer, estimated costs, as well as project timelines.
The above summary of the Agreement
does not purport to be complete and is qualified in its entirety to the full text of the Agreement and additional material
documentation to be entered into between the Company and Catalent, which will be filed as an exhibit to the
Company’s Annual Report on Form 10-K for the year ending December 31, 2020.
Item 8.01
Other Events.
On October 22, 2020, the Company and
Catalent jointly issued a press release announcing the Agreement and partnership with Catalent. A copy of the press release is
attached hereto as Exhibits 99.1 and is incorporated herein by reference.
On October 26, 2020, the Company also
issued a joint press release with Rapid Reshore & Development (“RR&D”), a three-firm services alliance
consisting of EwingCole, Facility Logix and Biggins, Lacy, Shapiro & Company, announcing that that the
Company has selected RR&D as its partner to expedite site selection and design services for a state-of-the-art manufacturing
facility for its NurOwn® program in the United States. A copy of the press release is attached hereto as Exhibits 99.2
and is incorporated herein by reference.
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.
|
|
|
|
BRAINSTORM CELL THERAPEUTICS INC.
|
|
|
|
Date: October 27, 2020
|
By:
|
/s/ Chaim Lebovits
|
|
|
Chaim Lebovits
|
|
Chief Executive Officer
|
Brainstorm Cell Therapeu... (NASDAQ:BCLI)
Historical Stock Chart
From Aug 2024 to Sep 2024
Brainstorm Cell Therapeu... (NASDAQ:BCLI)
Historical Stock Chart
From Sep 2023 to Sep 2024