Securities Registration: Employee Benefit Plan (s-8)
December 10 2021 - 4:31PM
Edgar (US Regulatory)
As filed with the Securities and Exchange Commission
on December 10, 2021
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
BRAINSTORM CELL THERAPEUTICS INC.
(Exact Name of Registrant as Specified in Its
Charter)
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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 Number)
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1325 Avenue of Americas, 28th Floor, 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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2014 Stock Incentive Plan
2014 Global Share Option Plan
(Full Title of the Plan)
Chaim Lebovits
President and Chief Executive Officer
Brainstorm Cell Therapeutics Inc.
1325 Avenue of Americas, 28th Floor
New York, NY 10019
(Name and Address of Agent for Service)
(201) 488-0460
(Telephone Number, Including Area Code, of Agent
for Service)
Copies to:
Christopher Denn, Esq.
Mayan Katz, Esq.
Goodwin Procter LLP
100 Northern Ave
Boston, Massachusetts 02210
(617) 570-1000
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.
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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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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 the Securities Act. ¨
CALCULATION OF REGISTRATION FEE
Title of Securities
to be Registered
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Amount to be
Registered (1)
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Proposed Maximum
Offering Price
Per Share
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Proposed Maximum
Aggregate
Offering Price
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Amount of
Registration
Fee (4)
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Common Stock, $0.00005 par value, reserved for issuance pursuant to the 2014 Stock Incentive Plan and the 2014 Global Share Option Plan (2)
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1,600,000 shares
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$
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3.32
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(3)
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$
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5,312,000
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(3)
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$
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492.42
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(1)
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This Registration Statement covers 1,600,000 additional shares of Brainstorm Cell Therapeutics Inc. (“Registrant”) common stock, par value $0.00005 per share, available for issuance pursuant to awards under the Registrant’s 2014 Stock Incentive Plan and 2014 Global Share Option Plan (together, the “Plans”). Pursuant to Rule 416(a) of the Securities Act of 1933, as amended (“Securities Act”), this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable under the Plans by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of the Registrant’s outstanding shares of Common Stock.
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(2)
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The pool of shares available for issuance under the 2014 Stock Incentive Plan is the same pool of shares reserved and available for issuance under the 2014 Global Share Option Plan and, accordingly, shares issued pursuant to awards under either plan shall reduce the number of shares available for future issuance under each plan.
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(3)
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Estimated solely for the purpose of calculating the registration fee, and based on the average of the high and low prices of the Common Stock on December 3, 2021 as reported on the Nasdaq Capital Market in accordance with Rules 457(c) and 457(h) under the Securities Act.
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(4)
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Pursuant to General Instruction E to Form S-8, a filing fee is only being paid with respect to the registration of additional securities for the Plans. Registration Statements on Form S-8 (File No. 333-198391, File No. 333-213714 and File No. 333-228981) have been filed by the Registrant with the Securities and Exchange Commission on, respectively, August 27, 2014, September 20, 2016 and December 21, 2018, for existing securities under the Plans.
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REGISTRATION OF ADDITIONAL
SECURITIES
PURSUANT TO GENERAL
INSTRUCTION E
This Registration Statement
registers 1,600,000 additional shares of Brainstorm Cell Therapeutics Inc. (“Registrant”) common stock to be issued pursuant
to Registrant’s 2014 Stock Incentive Plan and the 2014 Global Share Option Plan (the “Plans”). Accordingly, the contents
of the previous Registration Statements on Form S-8 (File No. 333-198391, File No. 333-213714 and File No. 333-228981) filed by the Registrant
with the Securities and Exchange Commission (“SEC”) on, respectively, August 27, 2014, September 20, 2016 and December 21,
2018 (together, the “Previous Form S-8”), including periodic reports that Registrant filed after the Previous Form S-8 to
maintain current information about Registrant, are incorporated by reference into this Registration Statement pursuant to General Instruction
E of Form S-8.
Part I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information called for
in Part I of Form S-8 to be contained in the Section 10(a) prospectus is not being filed with or included in this Registration Statement
(by incorporation by reference or otherwise) in accordance with the rules and regulations of the Commission.
PART II
INFORMATION REQUIRED
IN REGISTRATION STATEMENT
Item 8. Exhibits
EXHIBIT INDEX
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-8 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 December 10, 2021.
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BRAINSTORM CELL THERAPEUTICS INC.
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By:
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/s/ Chaim Lebovits
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Chaim Lebovits
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President and Chief Executive Officer
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(Principal Executive Officer)
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POWER OF ATTORNEY
We, the undersigned officers
and directors of Brainstorm Cell Therapeutics Inc., hereby severally constitute and appoint Chaim Lebovits, Uri Yablonka and Alla
Patlis, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us
and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments
to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors
to enable Brainstorm Cell Therapeutics Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying
and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all
amendments thereto.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities on the dates indicated.
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Signature
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Title
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Date
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/s/ Chaim Lebovits
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President and Chief Executive Officer
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December 10, 2021
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Chaim Lebovits
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(Principal Executive Officer)
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/s/ Alla Patlis
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Interim Chief Financial Officer
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December 10, 2021
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Alla Patlis
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(Principal Financial and Accounting Officer)
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/s/ Jacob Frenkel
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Director
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December 10, 2021
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Jacob Frenkel
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/s/ Irit Arbel
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Director
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December 10, 2021
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Irit Arbel
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/s/ Sankesh Abbhi
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Director
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December 10, 2021
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Sankesh Abbhi
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/s/ June S. Almenoff
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Director
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December 10, 2021
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June S. Almenoff
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/s/ Anthony Polverino
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Director
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December 10, 2021
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Anthony Polverino
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/s/ Malcolm Taub
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Director
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December 10, 2021
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Malcolm Taub
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/s/ Uri Yablonka
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Director
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December 10, 2021
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Uri Yablonka
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/s/ Menghisteab Bairu
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Director
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December 10, 2021
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Menghisteab Bairu
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