UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of earliest event reported): January 24, 2011
Brainstorm
Cell Therapeutics Inc.
(Exact
name of registrant as specified in its charter)
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Delaware
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333-61610
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20-8133057
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(State
or other jurisdiction of incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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110
East 59th
Street
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New
York, New York
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10022
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(Address
of principal executive offices)
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(Zip
Code)
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(212)
557-9000
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
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:
¨ 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))
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment
of Certain Officers; Compensatory Arrangements of Certain Officers.
On
January 24, 2011, Brainstorm Cell Therapeutics Inc. (the “Company”) announced
that Adrian Harel, Ph.D., has been appointed as its Chief Operating Officer and
Acting Chief Executive Officer. Dr. Harel will also serve as the
Company’s Director of Research and Development.
On
January 31, 2011, the Company and BrainStorm Cell Therapeutics Ltd., a wholly
owned subsidiary of the Company (the “Subsidiary”), and Dr. Harel entered into
an employment agreement (effective as of January 23, 2011) which sets forth the
terms of employment. Pursuant to the agreement, Dr. Harel’s assumption of the
role as the Acting Chief Executive Officer of the Company shall commence on
March 1, 2011, and Dr. Harel will serve as an officer in such capacities for the
Company and the Subsidiary,
Dr. Harel
will be paid a monthly salary of NIS34,000 (app. $9,200) (including benefits for
monthly totals of approximately NIS51,000 (app. $13,800)). Dr. Harel
will also receive other benefits that are generally made available to the
Company’s employees. The Company will provide Dr. Harel with a
company car, and a gross-up payment for any taxes relating
thereto. Dr. Harel will also receive a grant of a stock option for
the purchase of 450,000 shares of the Company’s common stock on his first day of
employment with the Company which shall vest 1/3 after one year and the balance
2/3 over 24 months in equal parts. The exercise price for such
options will be $0.20 per share. Any bonus for which Dr. Harel may be
eligible will be determined in the discretion of the Board of Directors, based
on achieving Company objectives and the individual contributions of Dr.
Harel.
From 2009
until 2010, Dr. Harel set up Da-Ta Biotech Ltd, a consulting and advisory
business focused on early stage biotech companies. Also during 2010,
Dr. Harel provided consulting services to KMBY LTD in connection with a medical
device in the orthopedic field. From 2008 through 2010, Dr. Harel
served as Chief Executive Officer of Meditor Pharmaceuticals Ltd. and Aminolab
Technologies 2000 Ltd., which are focused on the production of new ethical
drugs. From 2003 through 2007, Dr. Harel served as Chief Operating
Officer of Sepal Pharma Ltd. and Molecular Cytomics Ltd.
Dr. Harel
is 53 years old. There are no family relationships between Dr. Harel and
any director or other executive officer of the Company.
The above
description of the employment agreement is qualified in its entirety by
reference to the terms of the employment agreement, attached hereto as
Exhibit 10.1 and incorporated herein by reference.
Item 9.01 Financial Statements
and Exhibits.
(d) Exhibits
The
exhibit listed in the Exhibit Index below is filed with this
report.
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.
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February
2, 2011
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Brainstorm
Cell Therapeutics Inc.
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By:
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/s/
Liat Sossover
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Liat
Sossover
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Chief
Financial Officer
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EXHIBIT
INDEX
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Exhibit
No.
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Description
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10.1
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Employment
Agreement dated January 30, 2011 between BrainStorm Cell Therapeutics Ltd
and Dr. Adrian Harel.
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