UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 26, 2006
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BrainStorm Cell Therapeutics Inc.
(Exact Name of Registrant as Specified in its Charter)
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Washington 333-61610 912061053
(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
1350 Avenue of the Americas
New York, New York 10019
(Address of Principal Executive Offices) (Zip Code)
(212) 557-9000
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
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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 (see General Instruction A.2. below):
[ ] 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))
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Item 1.01 Entry into a Material Definitive Agreement.
On March 26, 2006, BrainStorm Cell Therapeutics Inc. (the "Company")
completed lock-up agreements (the "Lock-Up Agreements") with each of Zegal &
Ross Capital LLC, Irit Arbel, Based Holdings LTD, Ofilam LLC, and Yoram
Drucker, with respect to 7,810,000 shares of the Company's common stock held by
them. These Lock-Up Agreements amend and restate the previous lock-up agreements
executed by these shareholders in March 2005. Under the Lock-Up Agreements,
these shareholders may not sell or otherwise transfer their shares to anyone
other than permitted transferees without the prior written consent of the
Company's Board of Directors, as follows: (i) eighty-five percent (85%) of the
shares will be restricted from transfer until December 31, 2006 and (ii) fifteen
percent (15%) of the shares will be free from the transfer restrictions. All of
the restrictions under the Lock-Up Agreements will automatically terminate upon
the effectiveness of any registration statement filed by the Company for the
benefit of Ramot at Tel Aviv University Ltd.
The foregoing description is subject to, and qualified in its entirety by,
the Form of Lock-Up Agreement filed as an exhibit hereto and incorporated herein
by reference. A press release relating to the Lock-Up Agreements is attached
hereto as Exhibit 99.1.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
10.1 Form of Lock-Up Agreement, dated March 26, 2006, as executed by Zegal &
Ross Capital LLC (2,600,000 shares), Irit Arbel (2,300,000 shares), Based
Holdings LTD (1,610,000 shares), Ofilam LLC (900,000 shares) and Yoram
Drucker (400,000 shares).
99.1 Press release dated March 29, 2006.
SIGNATURE
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.
By: /s/ Yoram Drucker
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Date: March 29, 2006 Yoram Drucker
Chief Operating Officer
(Principal executive officer)
EXHIBIT INDEX
Exhibit No. Description
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10.1 Form of Lock-Up Agreement, dated March 26, 2006, as executed
by Zegal & Ross Capital LLC (2,600,000 shares), Irit Arbel
(2,300,000 shares), Based Holdings LTD (1,610,000 shares),
Ofilam LLC (900,000 shares)and Yoram Drucker (400,000 shares).
99.1 Press release dated March 29, 2006.