As filed with the Securities and
Exchange Commission on June 8, 2018.
Registration Statement No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
BRAINSTORM CELL
THERAPEUTICS INC.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
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20-7273918
(I.R.S. Employer Identification No.)
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1745 Broadway, 17th Floor
New York, NY 10019
(201) 488-0460
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(Address, including zip code, and telephone
number, including area code, of registrant’s principal executive offices)
Chaim Lebovits
President and Chief Executive Officer
c/o Brainstorm Cell Therapeutics Inc.
1745 Broadway, 17th Floor
New York, NY 10019
(201) 488-0460
(Name, address, including
zip code, and telephone number, including area code, of agent for service)
With copies to:
Thomas B. Rosedale, Esq.
BRL Law Group LLC
425 Boylston Street, 3rd Floor
Boston, MA 02116
(617) 399-6931
(telephone number)
(617) 399-6930
(facsimile number)
From time to time after this Registration
Statement becomes effective.
(Approximate date of commencement of
proposed sale to public
)
If the only securities being registered on this Form are being
offered pursuant to dividend or interest reinvestment plans, please check the following box.
¨
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans, check the following box.
x
If this Form is filed to register additional securities for
an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for the same offering.
¨
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of
the earlier effective registration statement for the same offering.
¨
If this Form is a registration statement pursuant to General
Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to
Rule 462(e) under the Securities Act, check the following box.
¨
If this Form is a post-effective amendment to a registration
statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities
pursuant to Rule 413(b) under the Securities Act, check the following box.
¨
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.
Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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x
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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 7(a)(2)(B) of Securities Act.
¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
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Amount
to be
Registered (1)
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Proposed
Maximum
Offering Price
Per Unit
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Proposed
Maximum
Aggregate
Offering Price
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Amount of
Registration Fee (2)
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Common Stock, $0.00005 par value per share
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(3)
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(3)
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Warrants
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(3)
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(3)
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Units (4)
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(3)
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(3)
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Total
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$
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100,000,000
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$
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100,000,000
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$
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12,450
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(1)
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There are being registered under this registration statement such indeterminate number of shares of common stock; such indeterminate number of warrants to purchase common stock and/or units; and such indeterminate number of units as may be sold by the registrant from time to time, which together shall have an aggregate initial offering price not to exceed $100,000,000. Any securities registered hereunder may be sold separately or as units with other securities registered hereunder. The securities registered hereunder also include such indeterminate number of shares of common stock as may be issuable upon exercise of warrants. In addition, pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), the shares being registered hereunder include such indeterminate number of shares of common stock as may be issuable with respect to the shares being registered hereunder as a result of stock splits, stock dividends, or similar transactions.
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(2)
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Calculated pursuant to Rule 457(o) under the Securities Act. Pursuant to Rule 415(a)(6) under the Securities Act, all $100,000,000 of the securities registered hereunder are unsold securities (the “Unsold Securities”) previously registered on Registration Statement No. 333-204718 filed by the Registrant on June 4, 2015 and declared effective on June 10, 2015 (the “Prior Registration Statement”). Pursuant to Rule 415(a)(6) and Rule 457(p) under the Securities Act, the $11,620 filing fee previously paid in connection with such Unsold Securities will continue to be applied to such Unsold Securities and is hereby used to offset the current registration fee due. Accordingly, the full amount of the $12,450 registration fee, currently due for this registration statement is being paid by (i) the offset against the balance of the fee paid for the Prior Registration Statement, and (ii) the current payment by the registrant of $830. Pursuant to Rule 415(a)(6) under the Securities Act, the offering of Unsold Securities under the Prior Registration Statement will be deemed terminated as of the date of effectiveness of this Registration Statement.
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(3)
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Not required to be included in accordance with General Instruction II.D. of Form S-3.
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(4)
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Each unit will represent an interest in common stock and warrants, which may or may not be separable from one another.
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The registrant hereby amends this registration
statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment
which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a)
of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities
and Exchange Commission, acting pursuant to said Section 8(a), shall determine.
The information in this prospectus is not
complete and may be changed. We may not sell these securities until the registration statement filed with the Securities and Exchange
Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these
securities in any state where the offer or sale is not permitted.
Subject to completion,
dated June 8, 2018
PROSPECTUS
BRAINSTORM CELL
THERAPEUTICS INC.
$100,000,000
Common Stock
Warrants
Units
This prospectus relates to common stock, warrants and units
that we may sell from time to time in one or more offerings up to a total dollar amount of $100,000,000 on terms to be determined
at the time of sale. We will provide specific terms of these securities in supplements to this prospectus. You should read this
prospectus and any supplement carefully before you invest. This prospectus may not be used to offer and sell securities unless
accompanied by a prospectus supplement for those securities.
Our common stock is traded on the Nasdaq Capital Market under
the symbol “BCLI.” On June 7, 2018, the last reported sales price of our common stock was $4.71 per share.
These securities may be sold directly by us, through dealers
or agents designated from time to time, to or through underwriters or through a combination of these methods. See “Plan of
Distribution” in this prospectus. We may also describe the plan of distribution for any particular offering of these securities
in any applicable prospectus supplement. If any agents, underwriters or dealers are involved in the sale of any securities in respect
of which this prospectus is being delivered, we will disclose their names and the nature of our arrangements with them in a prospectus
supplement. The net proceeds we expect to receive from any such sale will also be included in a prospectus supplement.
Investing in our securities involves a high degree of risk.
Beginning on page 2, we discuss several “
Risk Factors
” that you should consider before investing in our securities.
Neither the Securities and Exchange Commission nor any state
securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete.
Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
2018.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission, or the SEC, using a “shelf” registration process. Under this shelf
registration process, we may sell any combination of the securities described in this prospectus in one or more offerings up to
a total dollar amount of $100,000,000. This prospectus provides you with a general description of the securities we may offer.
Each time we sell securities, we will provide a prospectus supplement that will contain specific information about the securities
being offered and the terms of that offering. The prospectus supplement may also add to, update or change information contained
in this prospectus. You should read both this prospectus and any prospectus supplement together with the additional information
described under the heading “Where You Can Find More Information” carefully before making an investment decision.
You should rely only on the information contained or incorporated
by reference in this prospectus or any applicable prospectus supplement. We have not authorized any other person to provide you
with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are
not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
You should not assume that the information appearing in this
prospectus or any applicable prospectus supplement is accurate as of any date other than the date on the front cover of this prospectus
or the applicable prospectus supplement, or that the information contained in any document incorporated by reference is accurate
as of any date other than the date of the document incorporated by reference, regardless of the time of delivery of this prospectus
or any prospectus supplement or any sale of a security. Our business, financial condition, results of operations and prospects
may have changed since such dates.
Unless the context otherwise requires, the terms “Brainstorm,”
“the Company,” “our company,” “we,” “us,” “our” and similar names refer
collectively to Brainstorm Cell Therapeutics Inc. and its subsidiaries.
ABOUT BRAINSTORM CELL THERAPEUTICS INC.
Brainstorm Cell Therapeutics Inc. is a biotechnology company
committed to bring innovative Central Nervous System (“CNS”) adult stem cell therapies to the market to improve the
lives of patients with debilitating neurodegenerative diseases. As a leader in CNS regenerative cellular medicines, Brainstorm
is leveraging NurOwn®, its proprietary autologous mesenchymal stem cell platform technology, a strong and expanded IP portfolio,
as well as manufacturing and commercialization capabilities, to address growing unmet medical needs across a broad range of neurodegenerative
disorders, such as Amyotrophic Lateral Sclerosis (“ALS”, also known as Lou Gehrig’s disease), Multiple Sclerosis
(“MS”), Parkinson’s disease (“PD”) and Autism Spectrum Disorders (“ASD”). The NurOwn®
proprietary technology is fully licensed to and developed by Brainstorm Cell Therapeutics Ltd., our wholly-owned subsidiary (the
“Israeli Subsidiary”).
NurOwn® technology is based on an innovative
manufacturing protocol, which induces the differentiation of bone marrow-derived mesenchymal stem cells (“MSC”) into
cells capable of releasing high levels of multiple neurotrophic factors (“MSC-NTF” cells) for neuroprotection while
maintaining the immunodulatory effects of MSC cells. These factors are known to be critical for the growth, survival and differentiation
of neurons, they include: glial-derived neurotrophic factor (“GDNF”); brain-derived neurotrophic factor (“BDNF”);
vascular endothelial growth factor (“VEGF”); and hepatocyte growth factor (“HGF”). GDNF is one of
the most potent survival factors known for peripheral neurons. VEGF and HGF have been demonstrated to have important neuro-protective
effects in ALS and in other neurodegenerative diseases.
Our approach to the treatment of neurodegenerative
diseases with autologous adult stem cells includes a multi-step process that includes: harvesting of undifferentiated stem cells
from the patient's own bone marrow; processing of cells at the manufacturing site and cryopreservation to enable multiple treatments
from a single bone marrow sample; and intrathecal (“IT”) injection of MSC-NTF cells into the same patient by standard
lumbar puncture. This procedure does not require hospitalization and has been shown to be safe and well tolerated in multiple CNS
clinical trials to date. The ongoing US Phase 3 ALS study is evaluating the therapeutic potential of repeated dosing (every
2 months). The proprietary technology and manufacturing processing of NurOwn® (MSC-NTF cells) for clinical use is conducted
in full compliance with current Good Manufacturing Practice (“cGMP”).
The NurOwn® Transplantation Process includes:
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Bone marrow aspiration from patient;
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Isolation and propagation of the mesenchymal stem cells (MSC);
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Cryopreservation of MSC;
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Thawing and differentiation of the MSC into neurotrophic-factor secreting (MSC-NTF; NurOwn®) cells; and
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Autologous transplantation into the patient’s cerebrospinal fluid by IT injection (lumbar puncture).
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The ability to induce differentiation of
autologous adult mesenchymal stem cells into MSC-NTF cells
before
transplantation is unique to NurOwn®, making
it the first-of-its-kind for the treatment of neurodegenerative diseases.
The specialized MSC-NTF cells secrete multiple
neurotrophic factors that may lead to:
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Protection of existing motor neurons;
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Promotion of motor neuron repair; and
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Re-establishment of functional nerve-muscle interaction.
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The NurOwn® approach is autologous,
using the patient’s own bone-marrow derived stem cells for “self-transplantation”. In autologous transplantation,
there is no risk of rejection or introduction of donor antigens and no need for treatment with immunosuppressive agents, which
can cause severe and/or long-term side effects. In addition, the use of adult stem cells is free of ethical controversies associated
with the use of embryonic-derived stem cells in some countries.
NurOwn® is currently in a Phase 3 late
stage clinical development program for the treatment of ALS. It has been granted Fast Track designation by the U.S. Food and Drug
Administration (“FDA”) for this indication, and has been granted Orphan Status, which provides the potential for an
extended period of exclusivity, in both the United States and in Europe. We have completed two early stage clinical trials of NurOwn®
in patients with ALS at the Hadassah Medical Center (“Hadassah”) in Jerusalem as well as a Phase 2 double-blind,
placebo-controlled, clinical study at three prestigious US medical centers, all highly experienced in the management and investigation
of ALS.
We are incorporated under the laws of the State of Delaware.
Our principal executive offices are located at 1745 Broadway, 17th Floor, New York, NY 10019, and our telephone number is (201) 488-0460.
We maintain a website at
http://www.brainstorm-cell.com
. The information on our website is not incorporated by reference
into this prospectus and should not be considered to be part of this prospectus.
RISK FACTORS
Investing in our securities involves significant risks. Please
see the risk factors under the heading “Risk Factors” in our most recent Annual Report on Form 10-K, as revised or
supplemented by our Quarterly Reports on Form 10-Q filed with the SEC since the filing of our most recent Annual Report on Form
10-K, each of which are on file with the SEC and are incorporated by reference in this prospectus. Before making an investment
decision, you should carefully consider these risks as well as other information we include or incorporate by reference in this
prospectus and any prospectus supplement. The risks and uncertainties we have described are not the only ones facing our company.
Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also affect our business
operations.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the SEC. You may read and copy any materials we have filed with the SEC at the SEC’s Public Reference
Room at 100 F Street, N.E., Washington, D.C. 20549. You may obtain information on the operation of the Public Reference Room by
calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains reports, proxy and information statements,
and other information regarding issuers that file electronically with the SEC. Our SEC filings are also available to you on the
SEC’s Internet site at
www.sec.gov
.
This prospectus is part of a registration statement that we
filed with the SEC. This prospectus does not contain all of the information included in the registration statement, including certain
exhibits and schedules. You can obtain a copy of the registration statement and exhibits from the SEC at the address listed above
or from the SEC’s Internet site.
Our Internet address is
www.brainstorm-cell.com
. The
information on our Internet website is not incorporated by reference in this prospectus or any prospectus supplement.
SPECIAL NOTE REGARDING FORWARD-LOOKING
INFORMATION
This prospectus and each prospectus supplement includes and
incorporates forward-looking statements within the meaning of the federal securities laws. These forward-looking statements are
based on management’s beliefs and assumptions. In addition, other written or oral statements that constitute forward-looking
statements are based on current expectations, estimates and projections about the industry and markets in which we operate and
statements may be made by or on our behalf. Words such as “may,” “will,” “should,” “could,”
“expects,” “hopes,” “anticipates,” “believes,” “intends,” “plans,”
“estimates,” “predicts,” “likely,” “potential,” or “continue” or the
negative of any of these terms or similar words and expressions are intended to identify such forward-looking statements. These
statements are not guarantees of future performance and involve certain risks, uncertainties and assumptions that are difficult
to predict. There are a number of important factors that could cause our actual results to differ materially from those indicated
by such forward-looking statements. Forward-looking statements include, but are not limited to, statements about potential
future business operations and performance, including statements regarding the market potential for treatment of neurodegenerative
disorders such as ALS, the sufficiency of our existing capital resources for continuing operations in 2018, the safety and clinical
effectiveness of our NurOwn® technology, our clinical trials of NurOwn® and its related clinical development, and our ability
to develop collaborations and partnerships to support our business plan. These statements reflect our views with respect to future
events as of the date of this prospectus and any accompanying prospectus supplement and are based on assumptions and subject to
risks and uncertainties. Given these uncertainties, you should not place undue reliance on these forward-looking statements. These
forward-looking statements represent our estimates and assumptions only as of the date of this prospectus and any accompanying
prospectus supplement and, except as required by law, we undertake no obligation to update or review publicly any forward-looking
statements, whether as a result of new information, future events or otherwise after the date of this prospectus and any accompanying
prospectus supplement. We anticipate that subsequent events and developments will cause our views to change. We have included important
factors in the cautionary statements included or incorporated in this prospectus and any accompanying prospectus supplement, particularly
under the heading “Risk Factors,” that we believe could cause actual results or events to differ materially from the
forward-looking statements that we make. Our forward-looking statements do not reflect the potential impact of any future acquisitions,
merger, dispositions, joint ventures or investments we may undertake. We qualify all of our forward-looking statements by these
cautionary statements.
INCORPORATION OF CERTAIN INFORMATION
BY REFERENCE
The SEC allows us to “incorporate” into this prospectus
information and reports that we file with the SEC. This means that we can disclose important information to you by referring to
other documents that contain that information. Any information that we incorporate by reference is considered part of this prospectus.
The documents and reports that we list below are incorporated by reference into this prospectus, other than any portion of any
such documents that are not deemed “filed” under the Exchange Act in accordance with the Exchange Act and applicable
SEC rules.
In addition, all documents and reports which we file pursuant
to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this prospectus and prior to the termination of
the offering made hereby are incorporated by reference in this prospectus as of the respective filing dates of these documents
and reports.
We have filed the following documents with the SEC. These documents
are incorporated herein by reference as of their respective dates of filing:
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2017;
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(2)
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Our Quarterly Report on Form 10-Q for the quarter ended March 31, 2018;
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(3)
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Our Current Reports on Form 8-K filed on January 4, 2018,
February 5, 2018 and June 7, 2018 (but, in each case, excluding information furnished but not filed therein);
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All of our filings pursuant to the Exchange Act after the date of filing the initial registration statement and prior to the effectiveness of the registration statement; and
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The description of our common stock contained in our Registration Statement on Form 8-A filed on September 24, 2014, including any amendments or reports filed for the purpose of updating such description.
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You may request a copy of these documents, which will be provided
to you at no cost, by writing or telephoning us at:
Brainstorm
Cell Therapeutics Inc.
1745 Broadway, 17th Floor
New
York, NY 10019
Attention: Chief Executive Officer
(201) 488-0460
Statements contained in documents that we file with the SEC
and that are incorporated by reference in this prospectus will automatically update and supersede information contained in this
prospectus, including information in previously filed documents or reports that have been incorporated by reference in this prospectus,
to the extent the new information differs from or is inconsistent with the old information. Any statement so modified or superseded
will not be deemed to be a part of this prospectus or any prospectus supplement, except as so modified or superseded. Because information
that we later file with the SEC will update and supersede previously incorporated information, you should look at all of the SEC
filings that we incorporate by reference to determine if any of the statements in this prospectus or any prospectus supplement
or in any documents previously incorporated by reference have been modified or superseded.
USE OF PROCEEDS
We currently intend to use the estimated net proceeds from the
sale of these securities for general corporate purposes, which may include the following:
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the research, development and clinical trials for our treatments;
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pursuing growth initiatives;
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any other purpose that we may specify in any prospectus supplement.
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We have not yet determined the amount of net proceeds to be
used specifically for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility
in applying the net proceeds from the sale of these securities. Pending any use, as described above, we intend to invest the net
proceeds in high-quality, short-term, interest-bearing securities. Our plans to use the estimated net proceeds from the sale of
these securities may change, and if they do, we will update this information in a prospectus supplement.
THE SECURITIES WE MAY OFFER
The descriptions of the securities contained in this prospectus,
together with the applicable prospectus supplements, summarize the material terms and provisions of the various types of securities
that we may offer. We will describe in the applicable prospectus supplement relating to any securities the particular terms of
the securities offered by that prospectus supplement. If we so indicate in the applicable prospectus supplement, the terms of the
securities may differ from the terms we have summarized below. We will also include in the prospectus supplement information, where
applicable, about material United States federal income tax considerations relating to the securities, and the securities exchange,
if any, on which the securities will be listed.
We may sell from time to time, in one or more offerings:
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warrants to purchase common stock or units;
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units comprised of common stock and warrants; or
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any combination of the foregoing securities.
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In this prospectus, we refer to the common stock, warrants and
units collectively as “securities.” The total dollar amount of all securities that we may issue will not exceed $100,000,000.
This prospectus may not be used to consummate a sale of securities
unless it is accompanied by a prospectus supplement.
DESCRIPTION OF COMMON STOCK
The following is a summary of all material characteristics of
our common stock as set forth in our certificate of incorporation and bylaws. The summary does not purport to be complete and is
qualified in its entirety by reference to our certificate of incorporation and bylaws, and, to the extent applicable, to the provisions
of the Delaware General Corporation Law.
We are authorized to issue 100,000,000 shares of common
stock, $0.00005 par value. As of June 7, 2018, there were 20,249,526 shares of our common stock issued and
outstanding, held by approximately 43 record holders.
The holders of common stock are entitled to one vote per share
on all matters to be voted upon by stockholders, including the election of directors. The holders of common stock do
not have any cumulative voting, conversion, redemption or preemptive rights. The holders of common stock are entitled
to receive ratably dividends as may be declared from time to time by our Board of Directors out of funds legally available for
that purpose. In the event of our liquidation, dissolution, or winding up, the holders of common stock are entitled
to share ratably in our assets available for distribution to such holders. All issued and outstanding shares of common
stock are fully paid and non-assessable.
Anti-Takeover Provisions of Delaware Law
We are subject to Section 203 of the Delaware General Corporation
Law, which prohibits a publicly-held Delaware corporation from engaging in a “business combination,” except under certain
circumstances, with an “interested stockholder” for a period of three years following the date such person became an
“interested stockholder” unless:
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before such person became an interested stockholder, the board of directors of the corporation approved either the business combination or the transaction that resulted in the interested stockholder becoming an interested stockholder;
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upon the consummation of the transaction that resulted in the interested stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting stock of the corporation outstanding at the time the transaction commenced, excluding shares held by directors who also are officers of the corporation and shares held by employee stock plans; or
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at or following the time such person became an interested stockholder, the business combination is approved by the board of directors of the corporation and authorized at a meeting of stockholders by the affirmative vote of the holders of 66 2/3% of the outstanding voting stock of the corporation which is not owned by the interested stockholder.
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The term “interested stockholder” generally is defined
as a person who, together with affiliates and associates, owns, or, within the three years prior to the determination of interested
stockholder status, owned, 15% or more of a corporation’s outstanding voting stock. The term “business combination”
includes mergers, asset or stock sales and other similar transactions resulting in a financial benefit to an interested stockholder.
Section 203 makes it more difficult for an “interested stockholder” to effect various business combinations with a
corporation for a three-year period. The existence of this provision would be expected to have an anti-takeover effect with respect
to transactions not approved in advance by our Board of Directors, including discouraging attempts that might result in a premium
over the market price for the shares of common stock held by stockholders.
Transfer Agent and Registrar
The transfer agent and registrar for our common stock is American
Stock Transfer & Trust Company LLC.
Nasdaq Capital Market
Our common stock is traded on the Nasdaq Capital Market under
the trading symbol “BCLI.”
DESCRIPTION OF WARRANTS
We may issue warrants for the purchase of common stock or units.
Warrants may be issued independently or together with common stock or units, and the warrants may be attached to or separate from
such securities. We may issue warrants directly or under a warrant agreement to be entered into between us and a warrant agent.
We will name any warrant agent in the applicable prospectus supplement. Any warrant agent will act solely as our agent in connection
with the warrants of a particular series and will not assume any obligation or relationship of agency or trust for or with any
holders or beneficial owners of warrants.
The following is a description of the general terms and provisions
of any warrants we may issue and may not contain all the information that is important to you. You can access complete information
by referring to the applicable prospectus supplement. In the applicable prospectus supplement, we will describe the terms of the
warrants and any applicable warrant agreement, including, where applicable, the following:
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the
title of the warrants;
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the
offering price and aggregate number of warrants offered;
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the
designation and terms of the securities with which the warrants are issued and the number of warrants issued with each such security;
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the
date on and after which the warrants and the related securities will be separately transferable;
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any
information with respect to book-entry procedures;
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in
the case of warrants to purchase common stock or units, the number of shares of common stock or units, as the case may be, purchasable
upon the exercise of one warrant and the price at which these securities may be purchased upon such exercise;
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the
effect of any merger, consolidation, sale or other disposition of our business on the warrant agreement and the warrants;
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the
terms of any rights to redeem or call the warrants;
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any
provisions for changes to or adjustments in the exercise price or number of securities issuable upon exercise of the warrants;
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the
dates on which the right to exercise the warrants will commence and expire;
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the
manner in which the warrant agreement and warrants may be modified;
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a
discussion of any material U.S. federal income tax considerations of holding or exercising the warrants;
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the
terms of the securities issuable upon exercise of the warrants; and
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any
other specific terms, preferences, rights or limitations of or restrictions on the warrants.
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DESCRIPTION OF UNITS
The following description, together with the additional information
we include in any applicable prospectus supplement, summarizes the material terms and provisions of the units that we may offer
under this prospectus. Units may be offered independently or together with common stock and warrants offered by any prospectus
supplement, and may be attached to or separate from those securities.
While the terms we have summarized below will generally apply
to any future units that we may offer under this prospectus, we will describe the particular terms of any series of units that
we may offer in more detail in the applicable prospectus supplement. The terms of any units offered under a prospectus supplement
may differ from the terms described below.
We will incorporate by reference into the registration statement
of which this prospectus is a part the form of unit agreement, including a form of unit certificate, if any, that describes the
terms of the series of units we are offering before the issuance of the related series of units. The following summaries of material
provisions of the units and the unit agreements are subject to, and qualified in their entirety by reference to, all the provisions
of the unit agreement applicable to a particular series of units. We urge you to read the applicable prospectus supplements related
to the units that we sell under this prospectus, as well as the complete unit agreements that contain the terms of the units.
We may issue units, in one or more series, consisting of common
stock and warrants. Each unit will be issued so that the holder of the unit is also the holder of each security included in the
unit. Thus, the holder of a unit will have the rights and obligations of a holder of each included security. The unit agreement
under which a unit is issued may provide that the securities included in the unit may not be held or transferred separately, at
any time, or at any time before a specified date.
We will describe in the applicable prospectus supplement the
terms of the series of units, including the following:
|
·
|
the
title of the units;
|
|
·
|
the
aggregate number of units;
|
|
·
|
the
price or prices at which the units will be issued;
|
|
·
|
the
designation and terms of the units and of the securities comprising the units, including whether and under what circumstances
those securities may be held or transferred separately;
|
|
·
|
the
effect of any merger, consolidation, sale or other transfer of our business on the units and the applicable unit agreement;
|
|
·
|
the
name and address of any unit agent;
|
|
·
|
the
terms of the governing unit agreement;
|
|
·
|
any
applicable material U.S. Federal income tax consequences; and
|
|
·
|
any provisions for the issuance, payment, settlement, transfer or exchange of the units or of the securities
comprising the units.
|
The provisions described in this section, as well as those described
under “Description of Common Stock,” and “Description of Warrants,” will apply to each unit and to the
common stock and warrants included in each unit, respectively.
PLAN OF DISTRIBUTION
We may sell the securities being offered hereby in one or more
of the following ways from time to time:
|
·
|
through
agents to the public or to investors;
|
|
·
|
to
one or more underwriters or dealers for resale to the public or to investors;
|
|
·
|
in
“at the market offerings,” within the meaning of Rule 415(a)(4) of the Securities Act, to or through a market maker
or into an existing trading market, or an exchange or otherwise; or
|
|
·
|
through
a combination of any of these methods of sale.
|
The securities that we distribute by any of these methods may
be sold, in one or more transactions, at:
|
·
|
a
fixed price or prices, which may be changed;
|
|
·
|
market
prices prevailing at the time of sale;
|
|
·
|
prices
related to prevailing market prices; or
|
We will set forth in a prospectus supplement the terms of the
offering of our securities, including:
|
·
|
the
name or names of any agents or underwriters;
|
|
·
|
the
purchase price of our securities being offered and the proceeds we will receive from the sale;
|
|
·
|
any
over-allotment options under which underwriters may purchase additional securities from us;
|
|
·
|
any
agency fees or underwriting discounts and commissions and other items constituting agents’ or underwriters’ compensation;
|
|
·
|
any
public offering price;
|
|
·
|
any
discounts or concessions allowed or reallowed or paid to dealers; and
|
|
·
|
any
securities exchanges on which such securities may be listed.
|
Underwriters
Underwriters, dealers and agents that participate in the distribution
of the securities may be underwriters as defined in the Securities Act and any discounts or commissions they receive from us and
any profit on their resale of the securities may be treated as underwriting discounts and commissions under the Securities Act.
We will identify in the applicable prospectus supplement any underwriters, dealers or agents and will describe their compensation.
In no event will the aggregate value of compensation received or to be received by Financial Industry Regulatory Authority members
or independent broker-dealers exceed 8% for the sale of the securities registered hereunder. We may have agreements with the underwriters,
dealers and agents to indemnify them against specified civil liabilities, including liabilities under the Securities Act. Underwriters,
dealers and agents may engage in transactions with or perform services for us or our subsidiaries in the ordinary course of their
businesses.
If we use underwriters for a sale of securities, the underwriters
will acquire the securities for their own account. The underwriters may resell the securities in one or more transactions, including
negotiated transactions, at a fixed public offering price or at varying prices determined at the time of sale. The obligations
of the underwriters to purchase the securities will be subject to the conditions set forth in the applicable underwriting agreement.
The underwriters will be obligated to purchase all the securities offered if they purchase any of the securities offered. We may
change from time to time any initial public offering price and any discounts or concessions the underwriters allow or reallow or
pay to dealers. We may use underwriters with whom we have a material relationship. We will describe in the prospectus supplement
naming the underwriters the nature of any such relationship.
If indicated in the applicable prospectus supplement, we will
authorize underwriters or other persons acting as our agents to solicit offers by particular institutions to purchase securities
from us at the public offering price set forth in such prospectus supplement pursuant to delayed delivery contracts providing for
payment and delivery on the date or dates stated in such prospectus supplement. Each delayed delivery contract will be for an amount
no less than, and the aggregate principal amounts of securities sold under delayed delivery contracts shall be not less nor more
than, the respective amounts stated in the applicable prospectus supplement. Institutions with which such contracts, when authorized,
may be made include commercial and savings banks, insurance companies, pension funds, investment companies, educational and charitable
institutions and others, but will in all cases be subject to our approval. The obligations of any purchaser under any such contract
will be subject to the conditions that (a) the purchase of the securities shall not at the time of delivery be prohibited
under the laws of any jurisdiction in the United States to which the purchaser is subject, and (b) if the securities are being
sold to underwriters, we shall have sold to the underwriters the total principal amount of the securities less the principal amount
thereof covered by the contracts. The underwriters and such other agents will not have any responsibility in respect of the validity
or performance of such contracts.
Agents
We may designate agents who agree to use their reasonable efforts
to solicit purchases for the period of their appointment or to sell securities on a continuing basis.
Direct Sales
We may also sell securities directly to one or more purchasers
without using underwriters or agents. We may also make direct sales through subscription rights distributed to our shareholders
on a pro rata basis, which may or may not be transferable. In any distribution of subscription rights to shareholders, if all of
the underlying securities are not subscribed for, we may then sell the unsubscribed securities directly to third parties or may
engage the services of one or more underwriters, dealers or agents, including standby underwriters, to sell the unsubscribed securities
to third parties.
Trading Markets and Listing of Securities
Unless otherwise specified in the applicable prospectus supplement,
each class or series of securities will be a new issue with no established trading market, other than our common stock, which is
listed on the Nasdaq Capital Market. We may elect to list any other class or series of securities on any exchange, but we are not
obligated to do so. It is possible that one or more underwriters may make a market in a class or series of securities, but the
underwriters will not be obligated to do so and may discontinue any market making at any time without notice. We cannot give any
assurance as to the liquidity of the trading market for any of the securities.
Stabilization Activities
In connection with an offering, an underwriter may purchase
and sell securities in the open market. These transactions may include short sales, stabilizing transactions and purchases to cover
positions created by short sales. Shorts sales involve the sale by the underwriters of a greater number of securities than they
are required to purchase in the offering. “Covered” short sales are sales made in an amount not greater than the underwriters’
option to purchase additional securities from us, if any, in the offering. If the underwriters have an over-allotment option to
purchase additional securities from us, the underwriters may close out any covered short position by either exercising their over-allotment
option or purchasing securities in the open market. In determining the source of securities to close out the covered short position,
the underwriters may consider, among other things, the price of securities available for purchase in the open market as compared
to the price at which they may purchase securities through the over-allotment option. “Naked” short sales are any sales
in excess of such option or where the underwriters do not have an over-allotment option. The underwriters must close out any naked
short position by purchasing securities in the open market. A naked short position is more likely to be created if the underwriters
are concerned that there may be downward pressure on the price of the securities in the open market after pricing that could adversely
affect investors who purchase in the offering.
Accordingly, to cover these short sales positions or to otherwise
stabilize or maintain the price of the securities, the underwriters may bid for or purchase securities in the open market and may
impose penalty bids. If penalty bids are imposed, selling concessions allowed to syndicate members or other broker-dealers participating
in the offering are reclaimed if securities previously distributed in the offering are repurchased, whether in connection with
stabilization transactions or otherwise. The effect of these transactions may be to stabilize or maintain the market price of the
securities at a level above that which might otherwise prevail in the open market. The impositions of a penalty bid may also effect
the price of the securities to the extent that it discourages resale of the securities. The magnitude or effect of any stabilization
or other transactions is uncertain. These transactions may be effected on the Nasdaq Capital Market or otherwise and, if commenced,
may be discontinued at any time.
EXPERTS
The consolidated financial statements as of and for the years
ended December 31, 2017 and 2016, incorporated in this prospectus by reference from the Company’s Annual Report on Form
10-K filed on March 8, 2018 for the year ended December 31, 2017, have been audited by Brightman Almagor Zohar &
Co., a member of Deloitte Touche Tohmatsu Limited, an independent registered public accounting firm, as stated in their report
(which report expresses an unqualified opinion on the financial statements and includes an explanatory paragraph regarding the
Company's ability to continue as a going concern), which is incorporated herein by reference, and has been so incorporated in reliance
upon the report of such firm given upon their authority as experts in accounting and auditing.
LEGAL MATTERS
Validity of the securities offered by this prospectus will be
passed upon for us by BRL Law Group LLC, Boston, Massachusetts. As of June 8, 2018, Thomas B. Rosedale, the Managing
Member of BRL Law Group LLC, beneficially and of record owns 69,090 shares of our common stock.
BRAINSTORM CELL THERAPEUTICS INC.
$100,000,000
Common Stock
Warrants
Units
PROSPECTUS
,
2018
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14.
|
Other Expenses of Issuance and Distribution.
|
The expenses payable by the registrant in connection with the
issuance and distribution of the securities being registered are set forth in the following table (all amounts except the registration
fee are estimated):
SEC registration fee
|
|
$
|
12,450
|
|
Legal fees and expenses
|
|
|
50,000
|
|
Accounting fees and expenses
|
|
|
3,000
|
|
Printing fees and expenses
|
|
|
10,000
|
|
Transfer agent fees and expenses
|
|
|
5,000
|
|
Miscellaneous expenses
|
|
|
5,000
|
|
Total
|
|
$
|
85,450
|
|
Item 15.
|
Indemnification of Directors and Officers.
|
Section 145(a) of the Delaware General Corporation Law provides,
in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action
by or in the right of the corporation), because he or she is or was a director, officer, employee or agent of the corporation,
or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by the person in connection with such action, suit or proceeding, if he or she acted
in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the corporation and,
with respect to any criminal action or proceeding, had no reasonable cause to believe his or her conduct was unlawful.
Section 145(b) of the Delaware General Corporation Law provides,
in general, that a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened,
pending or completed action or suit by or in the right of the corporation to procure a judgment in its favor because the person
is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as
a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses
(including attorneys’ fees) actually and reasonably incurred by the person in connection with the defense or settlement of
such action or suit if he or she acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the
best interests of the corporation, except that no indemnification shall be made with respect to any claim, issue or matter as to
which he or she shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery
or other adjudicating court determines that, despite the adjudication of liability but in view of all of the circumstances of the
case, he or she is fairly and reasonably entitled to indemnity for such expenses which the Court of Chancery or other adjudicating
court shall deem proper.
Section 145(g) of the Delaware General Corporation Law provides,
in general, that a corporation may purchase and maintain insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise against any liability asserted against such person and
incurred by such person in any such capacity, or arising out of his or her status as such, whether or not the corporation would
have the power to indemnify the person against such liability under Section 145 of the Delaware General Corporation Law.
The Certificate of Incorporation and the Bylaws of our Company
provide that our Company shall indemnify, to the maximum extent permitted by the Delaware General Corporation Law, each person
who is or was a director or officer of our Company. Pursuant to Delaware law, this includes elimination of liability for monetary
damages for breach of the directors’ fiduciary duty of care to our Company and its stockholders. These provisions do not
eliminate the directors’ duty of care and, in appropriate circumstances, equitable remedies such as injunctive or other forms
of non-monetary relief will remain available under Delaware law. In addition, each director will continue to be subject to liability
for breach of the director’s duty of loyalty to our Company, for acts or omissions not in good faith or involving intentional
misconduct, for knowing violations of law, for any transaction from which the director derived an improper personal benefit, and
for payment of dividends or approval of stock repurchases or redemptions that are unlawful under Delaware law. The provision also
does not affect a director’s responsibilities under any other laws, such as the federal securities laws or state or federal
environmental laws.
Our Company maintains a policy of directors’ and officers’
liability insurance that insures its directors and officers against the cost of defense, settlement or payment of a judgment under
some circumstances.
The exhibits listed in the Exhibit Index immediately preceding
the exhibits are filed as part of this registration statement on Form S-3.
The undersigned registrant hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
|
(i)
|
To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);
|
|
(ii)
|
To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in the volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement; and
|
|
(iii)
|
To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
|
provided, however
, that paragraphs (1)(i), (1)(ii) and
(1)(iii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained
in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended (the “Exchange Act”), that are incorporated by reference in the registration
statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the
purposes of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the offering of such securities at the time shall be deemed
to be the initial
bona fide
offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for the
purpose of determining liability under the Securities Act to any purchaser:
|
(A)
|
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
|
|
(B)
|
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus.
|
|
As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
Provided, however
, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
|
(5) That, for the
purpose of determining liability of the registrant under the Securities Act to any purchaser in the initial distribution of the
securities, the undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant
to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities
are offered or sold to such purchaser by means of any of the following communications, such undersigned registrant will be a seller
to the purchaser and will be considered to offer or sell such securities to such purchaser:
|
(i)
|
Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;
|
|
(ii)
|
Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;
|
|
(iii)
|
The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and
|
|
(iv)
|
Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.
|
(6) The undersigned
registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the registrant’s
annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit
plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide
offering thereof.
(7) Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the registrant
pursuant to the indemnification provisions described herein, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense
of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed
in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3
and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the
City of New York, State of New York, on this 8
th
day of June, 2018.
|
BRAINSTORM CELL
THERAPEUTICS INC.
|
|
|
|
|
By:
|
/s/ Chaim Lebovits
|
|
|
Chaim Lebovits
President and Chief Executive Officer
|
KNOW ALL MEN BY THESE
PRESENTS, that each person whose signature appears below constitutes and appoints Chaim Lebovits, Uri Yablonka and Eyal Rubin,
an each of them, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for
him or her, and in his or her name, place and stead, in any and all capacities, to sign the Registration Statement on Form S-3
of Brainstorm Cell Therapeutics Inc. and any or all amendments (including post-effective amendments) thereto and any new registration
statement with respect to the offering contemplated thereby filed pursuant to Rule 462(b) of the Securities Act, and to file the
same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting
unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite or necessary
to be done in and about the premises hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute
or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the capacities and on the dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
/s/ Chaim Lebovits
|
President and Chief Executive Officer
|
|
Chaim Lebovits
|
|
(Principal Executive Officer)
|
|
June 8, 2018
|
|
|
|
|
|
/s/ Eyal Rubin
|
Chief Financial Officer and Treasurer
|
|
Eyal Rubin
|
|
(Principal Financial and Accounting Officer)
|
|
June 5, 2018
|
|
|
|
|
|
/s/ Irit Arbel
|
|
|
Irit Arbel
|
|
Director
|
|
June 5, 2018
|
|
|
|
|
|
/s/ June S. Almenoff
|
|
|
June S. Almenoff
|
|
Director
|
|
June 5, 2018
|
|
|
|
|
|
|
|
|
Arturo O. Araya
|
|
Director
|
|
June [ ], 2018
|
|
|
|
|
|
/s/ Chen Schor
|
|
|
Chen Schor
|
|
Director
|
|
June 7, 2018
|
|
|
|
|
|
/s/ Anthony Polverino
|
|
|
|
|
Anthony Polverino
|
|
Director
|
|
June 5, 2018
|
|
|
|
|
|
|
|
|
|
|
Malcolm Taub
|
|
Director
|
|
June [ ], 2018
|
|
|
|
|
|
/s/
Uri Yablonka
|
|
|
|
|
Uri Yablonka
|
|
Director
|
|
June 5, 2018
|
|
|
|
|
|
EXHIBIT INDEX
EXHIBIT
NUMBER
|
|
DESCRIPTION
|
|
|
|
**1.1
|
|
Form of Underwriting Agreement.
|
|
|
|
4.1
|
|
Certificate of Incorporation of Brainstorm Cell Therapeutics
Inc. is incorporated herein by reference to Appendix B of the Company’s Definitive Schedule 14A dated November 20, 2006
(File No. 333-61610).
|
|
|
|
4.2
|
|
Certificate of Amendment of Certificate of Incorporation
of Brainstorm Cell Therapeutics Inc. dated September 15, 2014, incorporated herein by reference to Exhibit 3.1 of the Company’s
Current Report on Form 8-K dated September 15, 2014 (File No. 000-54365).
|
|
|
|
4.3
|
|
Certificate of Amendment of Certificate of Incorporation
of Brainstorm Cell Therapeutics Inc. dated August 31, 2015, incorporated by reference to Exhibit 3.1 of the Company’s Current
Report on Form 8-K dated September 4, 2015 (File No. 001-366641).
|
|
|
|
4.4
|
|
ByLaws of Brainstorm Cell Therapeutics Inc. is incorporated
herein by reference to Appendix C of the Company’s Definitive Schedule 14A dated November 20, 2006 (File No. 333-61610).
|
|
|
|
4.5
|
|
Amendment No. 1 to ByLaws of Brainstorm Cell Therapeutics
Inc., dated as of March 21, 2007, is incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on
Form 8-K dated March 27, 2007 (File No. 333-61610).
|
|
|
|
4.6
|
|
Specimen Certificate of Common Stock of Brainstorm Cell Therapeutics
Inc., incorporated herein by reference to Exhibit 4.1 of the Company’s Current Report on Form 8-K dated September 15, 2014
(File No. 000-54365).
|
|
|
|
**4.7
|
|
Form of Warrant Agreement (including form of Warrant Certificate).
|
|
|
|
**4.8
|
|
Form of Unit Agreement (including form of Unit Certificate).
|
|
|
|
*5.1
|
|
Opinion of BRL Law Group LLC, counsel to the Registrant.
|
|
|
|
*23.1
|
|
Consent of Brightman Almagor Zohar & Co., a member of Deloitte Touche Tohmatsu Limited
|
|
|
|
*23.2
|
|
Consent of BRL Law Group LLC (included in Exhibit 5.1).
|
|
|
|
*24.1
|
|
Power of Attorney (contained in signature page).
|
|
**
|
To be subsequently filed
by amendment to this registration statement or by a report filed under the Securities Exchange Act of 1934, as amended, and incorporated
or deemed to be incorporated by reference to this registration statement.
|
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