UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | SEC 1473 (7-02) | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1. Title of Derivative Security (Instr. 4) |
2. Date Exercisable and Expiration Date (Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) |
4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5) |
6. Nature of Indirect Beneficial Ownership (Instr. 5) |
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Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Right to Acquire Common Stock | 07/02/2007 | Â (1) | Common Stock | 27,500,000 (2) | $ (3) | D | Â |
Right to Acquire Warrant to Purchase Common Stock | 07/02/2007 | Â (1) | Common Stock | 30,250,000 (2) | $ (3) | D | Â |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
ACCBT Corp. MORGAN AND MORGAN BUILDING PASEA ESTATE, ROAD TOWN TORTOLA, D8 |
 |  X |  |  |
/s/ Thomas B. Rosedale (Pursuant to Power of Attorney) | 08/01/2007 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | There is no expiration date with respect to the filer's right to acquire the shares of Common Stock and Warrants to purchase Common Stock. |
(2) | The shares of Common Stock and the Warrants may be acquired by ACCBT pursuant to the terms of a Subscription Agreement, dated as of July 2, 2007, by and between ACCBT and Brainstorm Cell Therapeutics Inc. ("Brainstorm"). The Subscription Agreement provides that, upon the satisfaction of customary closing conditions (which may be waived by ACCBT), on such closing dates as are set forth in the Subscription Agreement, Brainstorm shall sell to ACCBT, and ACCBT shall buy from Brainstorm, up to (i) 27,500,000 shares of Brainstorm's Common Stock (the "Shares"), and (ii) Warrants to purchase up to 30,250,000 shares of Common Stock, which shares are subject to anti-dilution adjustment. ACCBT has not yet acquired the Shares and Warrants. However, because ACCBT may acquire the Shares and Warrants at any time, and because the Warrants may be exercised at any time upon acquisition, ACCBT is the beneficial owner of the Shares and Warrants. |
(3) | The aggregate purchase price for the Shares and the Warrants shall be $5,000,000. |