Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
SCHEDULE
13D
Under
the Securities Exchange Act of 1934
(Amendment
No. 1)*
Brainstorm
Cell Therapeutics Inc.
________________________________________________
(Name
of
Issuer)
Common
Stock, par value $.00005 per share
________________________________________________
(Title
of
Class of Securities)
10501E
10
2
________________________________________________
(CUSIP
Number)
Daniel
Sekel, Adv.
Ramot
at
Tel Aviv University Ltd.
Tel
Aviv
University, Ramat Aviv
Tel
Aviv,
Israel
+972-3-604-3400
________________________________________________
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
September
6, 2007
________________________________________________
(Date
of
Event which Requires Filing of this Statement)
If
the
filing person has previously filed a statement on Schedule 13G to report
the
acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the
following box □.
Note:
Schedules filed in paper format shall include a signed original and five
copies
of the schedule, including all exhibits. See §240.13d-7 for other parties to
whom copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities,
and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed
to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
|
Schedule 13D
|
CUSIP
No. 10501E 10 2
|
|
| 1. |
NAME
OF REPORTING PERSON: Ramot
At Tel-Aviv University Ltd.
|
S.S.
OR
I.R.S. Identification Nos. of above persons.
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
(a)
o
(b)
o
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS*
|
OO
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) or 2(e)
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Israel
|
NUMBER
OF
|
7.
|
SOLE
VOTING POWER
|
|
SHARES
|
|
3,181,924
|
|
BENEFICIALLY
|
|
|
|
OWNED
BY
|
8.
|
SHARED
VOTING POWER
|
|
EACH
|
|
0
|
|
REPORTING
|
|
|
|
PERSON
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
WITH:
|
|
3,181,924
|
|
|
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
3,181,924
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
8.2%
| 14. |
TYPE
OF REPORTING PERSON*
|
CO
*SEE
INSTRUCTIONS BEFORE FILLING OUT*
|
Schedule 13D
|
CUSIP
No. 10501E 10 2
|
|
| 1. |
NAME
OF REPORTING PERSON: The
Tel Aviv University Economic Corporation
Ltd.
|
S.S.
OR
I.R.S. Identification Nos. of above persons.
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
(a)
o
(b)
o
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS*
|
OO
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) or 2(e)
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Israel
|
NUMBER
OF
|
7.
|
SOLE
VOTING POWER
|
|
SHARES
|
|
3,181,924
|
|
BENEFICIALLY
|
|
|
|
OWNED
BY
|
8.
|
SHARED
VOTING POWER
|
|
EACH
|
|
0
|
|
REPORTING
|
|
|
|
PERSON
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
WITH:
|
|
3,181,924
|
|
|
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
3,181,924
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
8.2%
| 14. |
TYPE
OF REPORTING PERSON*
|
CO;
HC
*SEE
INSTRUCTIONS BEFORE FILLING OUT*
|
Schedule 13D
|
CUSIP
No. 10501E 10 2
|
|
| 1. |
NAME
OF REPORTING PERSON: Tel-Aviv
University
|
S.S.
OR
I.R.S. Identification Nos. of above persons.
| 2. |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A
GROUP*
|
(a)
o
(b)
o
| 3. |
SEC
USE ONLY
|
| 4. |
SOURCE
OF FUNDS*
|
OO
| 5. |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS 2(d) or 2(e)
|
|
6.
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
|
Israel
|
NUMBER
OF
|
7.
|
SOLE
VOTING POWER
|
|
SHARES
|
|
3,181,924
|
|
BENEFICIALLY
|
|
|
|
OWNED
BY
|
8.
|
SHARED
VOTING POWER
|
|
EACH
|
|
0
|
|
REPORTING
|
|
|
|
PERSON
|
9.
|
SOLE
DISPOSITIVE POWER
|
|
WITH:
|
|
3,181,924
|
|
|
|
|
|
|
10.
|
SHARED
DISPOSITIVE POWER
|
|
|
|
0
|
|
|
|
|
| 11. |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
|
3,181,924
| 12. |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES*
|
| 13. |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW
(11)
|
8.2%
| 14. |
TYPE
OF REPORTING PERSON*
|
OO
-
Academic institution; HC
*SEE
INSTRUCTIONS BEFORE FILLING OUT*
CUSIP
No.
10501E 10 2
Item
1. Security and Issuer
Item
1 is amended as follows:
This
Amendment No. 1 (the “Amendment”) to the Schedule 13D filed on November 21, 2005
(the “Original Filing”) is being filed by Ramot at Tel Aviv University Ltd.
(“Ramot”), The Tel-Aviv University Economic Corporation Ltd. (“Economic Corp”),
and Tel Aviv University (collectively, the “Reporting Persons”) to report the
disposition of warrants (the “Warrants”) to purchase an aggregate of 3,181,925
shares of common stock, $.00005 par value (the “Common Stock”), of Brainstorm
Cell Therapeutics Inc. (the “Company”). Except as otherwise provided herein, all
Items of the Original Filing remain unchanged.
The
Company’s principal executive offices are located at 110 East 59th
Street,
New York, NY 10022.
Item
4. Purpose of Transaction
Item
4 is amended as follows:
Pursuant
to a Warrant Purchase Agreement (the “Purchase Agreement”), dated as of August
2, 2007, by and between Ramot and ACCBT Corp. (“ACCBT”), Ramot agreed to sell to
ACCBT or its designees, and ACCBT agreed to purchase from Ramot, a Warrant
to
purchase an aggregate of 3,181,925 shares of Common Stock of the Company
for an
aggregate purchase price of $636,385. The Warrant is exercisable at any time
for
an exercise price per share equal to $0.01. The Warrant was set to expire
on
November 4, 2010.
Prior
to the transfer and sale of the Warrant as
described above, the expiration date of the remaining portion of the Warrant
owned by Ramot was extended from November 4, 2010 to November 2, 2012.
On
September 6, 2007, pursuant to the Purchase Agreement, ACCBT instructed Ramot
to
transfer and sell a portion of the Warrant to ACCBT and certain other designees
as follows: (i) Ramot sold to ACCBT a portion of the Warrant to purchase
1,181,925 shares of Common Stock of the Company, (ii) Ramot sold to Jonathan
Javitt a portion of the Warrant to purchase 1,000,000 shares of Common Stock
of
the Company, (iii) Ramot sold to Norman M. Feder, as Nominee, a portion of
the
Warrant to purchase 500,000 shares of Common Stock of the Company, and (iv)
Ramot sold to Norman Feder a portion of the Warrant to purchase 500,000 shares
of Common Stock of the Company.
Ramot
sold and transferred a portion of the Warrant to purchase an aggregate of
3,181,925 shares of Common Stock of the Company for the purpose of raising
additional funds.
(a)
As
may be permitted under applicable securities laws and regulations, Ramot may
dispose of additional warrants to purchase shares of Common Stock of the Company
and of additional shares of Common Stock of the Company.
Except
as
described above, the Reporting Persons do not presently have any other plans
or
proposals which would result in: (a) the acquisition by any person of additional
securities of the Company, or the disposition of securities to the issuer,
(b)
an extraordinary corporate transaction, such as a merger, reorganization or
liquidation of the Company or any of its subsidiaries; (c) a sale or transfer
of
a material amount of assets of the Company or any of its subsidiaries; (d)
any
change in the present Board of Directors or management of the Company, including
any plans or proposals to change the number or term of directors or to fill
any
existing vacancies on the Board; (e) any material change in the present
capitalization or dividend policy of the Company; (f) any other material change
in the Company’s business or corporate structure, (g) any changes in the
Company’s charter, by-laws or instruments corresponding thereto or other actions
which may impede the acquisition of control of the Company by any person; (h)
causing a class of securities of the Company to be delisted from a national
securities exchange or cease to be authorized to be quoted in an inter-dealer
quotation system of a registered national securities association; (i) causing
a
class of equity securities of the Company to become eligible for termination
of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934; or (j) any action similar to any of those enumerated above.
Item
5. Interest in Securities of the Issuer
Item
5 is amended as follows:
(a)
As of
the date of this filing, the Reporting Persons are the beneficial owners of
an
aggregate of 3,181,924 shares of Common Stock, which are subject to a Warrant
held by Ramot that may be exercised at any time.
The
3,181,924 shares
of
Common Stock beneficially owned by the Reporting Persons represent 8.2% of
the
total number of shares of Common Stock of the Company outstanding as of
September 13, 2007, assuming the Warrant held by Ramot had been exercised in
full as of September 13, 2007.
(b)
Ramot
has the sole voting and dispositive power with respect to the 3,181,924 shares
of the Common Stock underlying the Warrant.
(c)
Not
applicable.
(d)
Not
applicable.
(e)
Not
applicable.
Item
6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer
Item
6 is amended as follows:
Ramot
is
a party to (i) the Purchase Agreement providing for the purchase and sale of
the
Warrant, and (ii) an Assignment of Rights agreement with each of ACCBT, Jonathan
Javitt, Norman Feder and Norman Feder as nominee pursuant to which Ramot
assigned and transferred to ACCBT, Jonathan Javitt, Norman Feder and Norman
Feder as nominee all of its rights under the Second Amended and
Restated Registration Rights Agreement, dated August 1, 2007, between Ramot
and
the Company providing for the registration for resale under the Securities
Act
of 1933, as amended, of the shares subject to the Warrants transferred and
sold
to each of ACCBT, Jonathan Javitt, Norman Feder and Norman Feder as
nominee.
Item
7. Material to be filed as Exhibits
Item
7 is amended as follows:
| EXHIBIT |
DESCRIPTION
|
| 1. |
Form
of Joint Filing Agreement, dated as of November 1, 2005 between Ramot
at
Tel-Aviv University Ltd., The Tel Aviv University Economic Corporation
Ltd. and The Tel Aviv University Economic Corporation Ltd. is incorporated
herein by reference to Exhibit 1 to the Original
Filing.
|
|
2.
|
Warrant
Purchase Agreement, dated as of August 1, 2007, by and between ACCBT
Corp.
and Ramot at Tel Aviv University
Ltd.
|
|
3.
|
Assignment
of Rights, dated September 6, 2007, entered into by Ramot at Tel
Aviv
University Ltd.
|
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
This
Schedule may be executed in one or more counterparts, each of which will be
deemed an original, but all of which together shall constitute one and the
same
instrument.
|
Dated:
September 17, 2007
|
Ramot
at Tel Aviv University Ltd.
|
|
|
Tel
Aviv, Israel
|
|
|
By:
/s/ Yehuda Niv
|
|
|
Yehuda Niv |
|
|
CEO
|
|
By:
/s/ Avi Nataneli
|
|
|
|
Avi Nataneli |
|
|
CFO
|
|
Dated:
September 17, 2007
|
The
Tel Aviv University Economic Corporation Ltd. Tel
Aviv,
Israel
|
|
|
By:
/s/ Amit Streit
|
|
|
Amit Streit |
|
|
Director
|
|
|
By:
/s/ Mordehai Kohn
|
|
|
Mordehai Kohn |
|
|
Director
|
|
Dated:
September 17, 2007
|
Tel
Aviv University
|
|
|
Tel
Aviv, Israel
|
|
|
|
|
By:
/s/ Mordehai Kohn
|
|
|
|
Mordehai Kohn |
|
|
Director-General
|
|
|
By:
/s/ Amit Streit
|
|
|
Amit Streit |
|
|
VP
Finance
|