UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) November 10, 2005
Brainstorm Cell Therapeutics Inc.
(Exact name of registrant as specified in its charter)
Washington 333-61610 912061053
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1350 Avenue of the Americas
New York, NY 10019
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 212-557-9000
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))
Items 5.02(a) and (b) Departure of Directors or Principal Officers;
On November 10, 2005, our President and Chief Executive Officer, Dr. Yaffa Beck,
resigned from her positions as officer and director of the company. Mr. Yoram
Drucker, the Company's Chief Operating Officer, has assumed Dr. Beck's
responsibilities as the Registrant's principal executive officer effective
immediately and our Board of Directors has initiated a search for a new CEO. The
Board is also in discussions with Dr. Robert Shorr, a director, regarding his
potential joining the company as Interim CEO until the search is completed and
with a new potential independent director about the possibility of her joining
the Board.
In connection with her resignation, Dr. Beck indicated her belief that she was
doing so for "constructive discharge" as such term is defined in her employment
agreement. To the extent that this would have been true, Dr. Beck would have
been entitled to certain acceleration of vesting of her outstanding options as
well as to six months severance pay that she would otherwise not receive. We
believe that Dr. Beck's claim lacks merit and intend to dispute it vigorously.
SIGNATURES
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.
Dated: November 15, 2005
BRAINSTORM CELL THEARAPEUTICS INC.
/s/ Yoram Drucker
--------------------------------------
Name: Yoram Drucker
Title: Chief Operating Officer
(Principal executive officer)