Amended Annual Report (10-k/a)
April 01 2019 - 3:35PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K/A
Amendment
No. 1
x
ANNUAL
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE FISCAL YEAR ENDED DECEMBER 31,
2018
¨
TRANSITION
REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM __________
TO __________
COMMISSION FILE NUMBER 001-36641
BRAINSTORM
CELL THERAPEUTICS INC.
(Exact Name of Registrant as specified in
its charter)
Delaware
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20-7273918
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(State or other jurisdiction of
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(I.R.S. Employer
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incorporation or organization)
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Identification No.)
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1325 Avenue of Americas, 28
th
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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Registrant’s telephone number, including
area code: (201) 488-0460
Securities registered under Section 12(b)
of the Act:
Title of each class
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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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NASDAQ Stock Market LLC
(Nasdaq Capital Market)
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Securities registered under Section 12(g)
of the Act: None
Indicate by check mark if the registrant is a well-known seasoned
issuer, as defined in Rule 405 of the Securities Act.
Yes
¨
No
x
Indicate by check mark if the registrant is not required to
file reports pursuant to Section 13 or 15(d) of the Act.
Yes
¨
No
x
Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days.
Yes
x
No
¨
Indicate by check mark whether the registrant has submitted
electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of
this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).
Yes
x
No
¨
Indicate by check mark if disclosure of delinquent filers pursuant
to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best
of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form
10-K or any amendment to this Form 10-K.
¨
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
¨
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Accelerated filer
¨
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Non-accelerated filer
x
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Smaller reporting company
x
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|
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Emerging growth company
¨
|
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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.
¨
Indicate by check mark whether the registrant is a shell company
(as defined in Rule 12b-2 of the Act). Yes
¨
No
x
The approximate aggregate market value of the voting and non-voting
common equity held by non-affiliates of the issuer as of June 30, 2018 (the last business day of the registrant’s most
recently completed second fiscal quarter), was $71,031,012.
As of March 28, 2019, the number of shares outstanding of the
registrant's Common Stock, $0.00005 par value per share, was 21,490,610.
EXPLANATORY NOTE
The Registrant is filing this Amendment
No. 1 to Form 10-K for the fiscal year ended December 31, 2018 (“Amendment No. 1”) to correct an error on the cover
page of the original Form 10-K as filed with the Securities and Exchange Commission on March 29, 2019 (the “Original Form
10-K”). The cover page of the Original Form 10-K incorrectly showed the total number of shares outstanding. The correct number
of shares of the Registrant’s Common Stock outstanding as of March 28, 2019, was 21,490,610, as indicated on the cover page
of this Amendment No. 1 (rather than 29,490,610 shares as originally shown, as the result of a typographical error).
No changes are hereby made to the Registrant’s
financial statements. Other than the change discussed above and the filing of the currently dated Section 302 certifications and
updated XBRL data under Item 15 of Part IV of this Amendment No. 1, no changes have been made to the Original Form 10-K or the
exhibits filed therewith. As such, this Amendment No. 1 should be read in conjunction with the Original Form 10-K.
The information contained in this Amendment
No. 1 does not reflect events occurring subsequent to the filing of the Original Form 10-K.
PART IV
Item 15. Exhibits and
Financial Statement Schedules
(a)(3)
Exhibits
The following
exhibits are filed as part of this Amendment No. 1 on Form 10-K/A.
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Exhibit
Number
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Description
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Method of Filing
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31.1
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Certification of Chief Executive Officer pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Filed herewith
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31.2
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Certification of Chief Financial Officer pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Filed herewith
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101
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The following financial information from the Annual Report on Form 10-K of Brainstorm Cell Therapeutics
Inc. for the year ended December 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (1) Consolidated Balance
Sheets as of December 31, 2017, and 2018; (2) Consolidated Statements of Operations for the years ended December 31, 2017 and
2018 and from September 22, 2000 (Inception) to December 31, 2018; (3) Statements of Changes in Stockholders’ Equity (Deficit)
from September 22, 2000 (Inception) through December 31, 2018; (4) Consolidated Statements of Cash Flows for the years ended December
31, 2017 and 2018 and from September 22, 2000 (Inception) to December 31, 2018; and (5) Notes to Financial Statements.
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Filed herewith
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SIGNATURES
In accordance with Section 13 or
15(d) of the Securities Exchange Act of 1934, the registrant has duly caused Amendment No. 1 this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
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BRAINSTORM CELL THERAPEUTICS INC.
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Date: April 1, 2019
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By:
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/s/ Eyal Rubin
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Name: Eyal Rubin
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Title: Chief Financial Officer and Treasurer
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EXHIBIT INDEX
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Exhibit
Number
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Description
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Method of Filing
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31.1
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Certification of Chief Executive Officer pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Filed herewith
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31.2
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Certification of Chief Financial Officer pursuant to Rule 13-14(a) of the Securities Exchange Act of 1934 as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
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Filed herewith
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101
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The following financial information from the Annual Report on Form 10-K of Brainstorm Cell Therapeutics
Inc. for the year ended December 31, 2018, formatted in XBRL (eXtensible Business Reporting Language): (1) Consolidated Balance
Sheets as of December 31, 2017, and 2018; (2) Consolidated Statements of Operations for the years ended December 31, 2017 and
2018 and from September 22, 2000 (Inception) to December 31, 2018; (3) Statements of Changes in Stockholders’ Equity (Deficit)
from September 22, 2000 (Inception) through December 31, 2018; (4) Consolidated Statements of Cash Flows for the years ended December
31, 2017 and 2018 and from September 22, 2000 (Inception) to December 31, 2018; and (5) Notes to Financial Statements.
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Filed herewith
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