-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Jd3x8XDEFJSlNsLfTq4M1XBmg/wDAwocaEjOofXbmzbYzSfwUyhlM0GGflWU5o0Y B5VYyDT0EBSaCiK6ljXbsQ== 0001144204-05-029830.txt : 20050926 0001144204-05-029830.hdr.sgml : 20050926 20050926132926 ACCESSION NUMBER: 0001144204-05-029830 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050926 DATE AS OF CHANGE: 20050926 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BRAINSTORM CELL THERAPEUTICS INC CENTRAL INDEX KEY: 0001137883 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 912061050 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-79890 FILM NUMBER: 051102470 BUSINESS ADDRESS: STREET 1: 1350 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 250-519-0553 MAIL ADDRESS: STREET 1: 1350 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 FORMER COMPANY: FORMER CONFORMED NAME: GOLDEN HAND RESOURCES INC DATE OF NAME CHANGE: 20030827 FORMER COMPANY: FORMER CONFORMED NAME: WIZBANG TECHNOLOGIES INC DATE OF NAME CHANGE: 20010409 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MELAMED ELDAD CENTRAL INDEX KEY: 0001339053 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: BUSINESS PHONE: 972 3 937 6351 MAIL ADDRESS: STREET 1: TAGOR 44 ST CITY: TEL AVIV STATE: L3 ZIP: 69341 SC 13D 1 v0269243.txt UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. __)* Brainstorm Cell Therapeutics Inc. . ---------------------------------- ---------------------------------- (Name of Issuer) Common Stock, par value $.00005 per share__ ------- -------------------------------------------- (Title of Class of Securities) 10501E 10 2 . (CUSIP Number) Prof. Eldad Melamed Chairman, Department of Neurology Rabin Medical Center, Beilinson Campus Sackler School of Medicine Tel Aviv University Petah-Tikva 49100, Israel Tel: + 972-3-9376351 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) September 5, 2005 (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 Rule 13d-1(e), 13d-1(f) or 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 Rule 13d-7 for other parties to whom copies are to be sent. (Page 1 of 7 pages) - --------------------- *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 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 Page 2 of 7 Pages ----------- ---------- --------- - ---------------------------------------------------------- -------------------------------------- 1 NAME OF REPORTING PERSON SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Eldad Melamed - ---------- ----------------------------------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_| (b)|_| - ---------- ----------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - ---------- ----------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* N/A - ---------- ----------------------------------------------------------------------------------------------------------- 5 CHECK BOX OF 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 BENEFICIALLY 2,688,178 OWNED BY EACH REPORTING PERSON WITH - --------------------------------------- ---------- ------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - --------------------------------------- ---------- ------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 2,688,178 - --------------------------------------- ---------- ------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - --------------------------------------- ---------- ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,688,178 - ---------- ----------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* - ---------- ----------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 10.9% - ---------- ----------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ---------- -----------------------------------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT* CUSIP No. 10501E 10 2 Page 3 of 7 Pages Item 1. Security and Issuer Brainstorm Cell Therapeutics Inc. Common Stock ($.00005 Par Value) Brainstorm Cell Therapeutics Inc. 1350 Avenue of the Americas New York, NY 10019 Item 2. Identity and Background (a) The name of the reporting person is Prof. Eldad Melamed. (b) The business address for the reporting person is Chairman, Department of Neurology, Rabin Medical Center, Beilinson Campus, Sackler School of Medicine, Tel Aviv University, Petah-Tikva 49100, Israel. (c) Prof. Eldad Melamed has served as Chairman, Department of Neurology at the Rabin Medical Center and Tel Aviv University since 1987. He also consults to the Issuer and serves in such consulting role as Chief Medical Advisor. (d) No. (e) No. (f) Prof. Melamed is an Israeli citizen. CUSIP No. 10501E 10 2 Page 4 of 7 Pages Item 3. Source and Amount of Funds or Other Consideration The securities reported herein are two different warrants - one to purchase 1,590,963 shares of common stock of the Issuer at an exercise price of $0.01 per share (the "Ramot Warrants") and one to purchase 1,097,215 shares of common stock of the Issuer at an exercise price of $0.01 per share (the "Consultant Warrants", and together with the Ramot Warrants, the "Warrants"). The Warrants were issued to Prof. Melamed effective November 4, 2004, will become exercisable in full on November 4, 2005 and will remain exercisable until November 4, 2010. The Ramot Warrants were issued to Prof. Melamed in connection with the Research and License Agreement entered into between the Issuer and Ramot at Tel Aviv University ("Ramot") on July 8, 2004 (the "License Agreement"). Pursuant to Section 7.2 of the License Agreement, the Issuer agreed to issue to Ramot and its designees, warrants to purchase 29% of the Issuer's issued and outstanding shares of capital stock on a fully diluted and as converted basis as of the date on which it completed an investment of an aggregate of $750,000. This investment was completed effective November 4, 2004 and, as a result, warrants to purchase a total of 10,606,415 shares of the Issuer's common stock (29% of the Issuer's issued and outstanding shares of capital stock as of such date on a fully diluted and as converted basis) were to be issued in accordance with the License Agreement to Ramot and its designees. Pursuant to the License Agreement, Ramot instructed the Issuer to issue warrants to purchase 4,242,566 shares of the Issuer's common stock to certain designees and to issue the remaining warrants to purchase 6,363,849 shares of common stock to Ramot. Of the warrants to purchase 4,242,566 shares that were designated for Ramot's designees, Prof. Melamed was issued warrants to purchase 1,590,963 shares of common stock. Simultaneously with the execution of the License Agreement, the Issuer entered into an individual consulting agreement (the "Consulting Agreement") with Prof. Melamed pursuant to which, all intellectual property developed by Prof. Melamed in the performance of services thereunder will be owned by Ramot and licensed to the Issuer under the License Agreement. Pursuant to Section 3(b) of this Consulting Agreement, the Issuer agreed to issue to Professor Melamed, as partial consideration for his consulting services, the Consultant Warrants to purchase 1,097,215 shares of the Issuer's common stock (reflecting 3% of the Issuer's issued and outstanding shares of capital stock on a fully diluted and as converted basis on the same date as the issuance of the Ramot Warrants (November 4, 2004) and on the same terms as the warrants issued to Ramot Warrants). CUSIP No. 10501E 10 2 Page 5 of 7 Pages Item 4. Purpose the Transaction. (a) Not Applicable. (b) Not Applicable (c) Not Applicable. (d) Not Applicable. (e) Not Applicable. (f) Not Applicable. (g) Not Applicable. (h) Not Applicable. (i) Not Applicable. (j) Not Applicable. Item 5. Interest in Securities of the Issuer. (a) As of the date of this filing, the Reporting Person is the beneficial owner of an aggregate of 2,688,178 shares of Common Stock representing 10.9% of the total class outstanding. (b) The Reporting Person has sole voting and dispositive power with respect to the 2,688,178 shares of the Common Stock owned by him. (c) Not applicable. (d) Not applicable. (e) Not applicable. CUSIP No. 10501E 10 2 Page 6 of 7 Pages Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. On March 21, 2005, the reporting person entered into a lock up agreement with the Issuer with respect to the Warrants. Under the lock-up agreements, the reporting person may not transfer his securities to anyone other than permitted transferees without the prior consent of the Issuer's Board of Directors, for the period of time as follows: (i) eighty-five percent (85%) of the securities shall be restricted from transfer for the twenty-four month period following July 8, 2004 and (ii) fifteen percent (15%) of the securities were restricted from transfer for the twelve month period following July 8, 2004. In accordance with the License Agreement and the Warrants, the Issuer has agreed to use reasonable best efforts to register the shares underlying the Warrants (whether by demand, piggy back registration or otherwise) by no later than twenty-one (21) months from July 8, 2004 (the execution date of the License Agreement) and agreed to maintain the effectiveness of a registration statement covering such shares until the earlier of (i) the time at which all of the shares underlying the warrant then held by the holder could be sold in any 90 day period pursuant to Rule 144 under the Securities Act or (ii) the expiration date of the warrant. These registration rights will be set forth fully in a separate registration rights agreement to be entered into between the holder and the Issuer which agreement shall include customary provisions regarding, inter alia, indemnification by the Issuer of the holder. Item 7. Material to be filed as Exhibits. EXHIBIT DESCRIPTION 1 Form of Warrant to purchase common stock dated as of November 4, 2004 issued pursuant to research and license agreement with Ramot at Tel-Aviv University Ltd. (incorporated by reference to Exhibit 4.07 of Amendment No. 1 to Issuer's Current Report on Form 8-K/A filed February 14, 2005). 2 Form of Warrant to purchase common stock dated as of November 4, 2004 issued pursuant to consulting agreement with Prof. Eldad Melamed (incorporated by reference to Exhibit 4.08 of Amendment No. 1 to Issuer's Current Report on Form 8-K/A filed February 14, 2005). 3 Research and License Agreement, dated as of July 8, 2004, between Ramot at Tel-Aviv University Ltd. and the Issuer (incorporated by reference to Exhibit to Current Report on Form 8-K dated July 8, 2004). 4 Consulting Agreement, dated as of July 8, 2004, between Professor Eldad Melamed and the Issuer (incorporated by reference to Exhibit to Current Report on Form 8-K dated July 8, 2004). 5 Lock-up Agreement, dated as of March 21, 2005, between certain security holders and the Issuer (incorporated by reference to Current Report on Form 8-K dated March 21, 2005). CUSIP No. 10501E 10 2 Page 7 of 7 Pages 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. Dated: September 15, 2005 By: /s/ Eldad Melamed Tel Aviv, Israel ------------------------ Prof. Eldad Melamed Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). -----END PRIVACY-ENHANCED MESSAGE-----