0001144204-15-053827.txt : 20150904 0001144204-15-053827.hdr.sgml : 20150904 20150904160022 ACCESSION NUMBER: 0001144204-15-053827 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20150831 ITEM INFORMATION: Material Modifications to Rights of Security Holders ITEM INFORMATION: Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20150904 DATE AS OF CHANGE: 20150904 FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRAINSTORM CELL THERAPEUTICS INC. CENTRAL INDEX KEY: 0001137883 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 207273918 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-36641 FILM NUMBER: 151094613 BUSINESS ADDRESS: STREET 1: 3 UNIVERSITY PLAZA DRIVE STREET 2: SUITE 320 CITY: HACKENSACK STATE: NJ ZIP: 07601 BUSINESS PHONE: 201-488-0460 MAIL ADDRESS: STREET 1: 3 UNIVERSITY PLAZA DRIVE STREET 2: SUITE 320 CITY: HACKENSACK STATE: NJ ZIP: 07601 FORMER COMPANY: FORMER CONFORMED NAME: BRAINSTORM CELL THERAPEUTICS INC DATE OF NAME CHANGE: 20041122 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 8-K 1 v419788_8k.htm 8-K

 

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):  August 31, 2015

 

Brainstorm Cell Therapeutics Inc.

(Exact name of registrant as specified in its charter)

 

Delaware     001-36641     20-7273918
(State or other jurisdiction of incorporation)     (Commission File No.)     (IRS Employer Identification No.)

 

3 University Plaza Drive, Suite 320  
Hackensack, NJ 07601
(Address of principal executive offices) (Zip Code)

 

(201) 488-0460

(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 3.03 Material Modification to Rights of Security Holders

 

To the extent required by Item 3.03 of Form 8-K, the information contained in Item 5.03 of this Current Report on Form 8-K is incorporated by reference herein.

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year

 

On August 31, 2015, Brainstorm Cell Therapeutics Inc. (the “Company”) filed a Certificate of Amendment of Certificate of Incorporation (the “Certificate of Amendment”) with the Secretary of State of the State of Delaware to reduce the number of authorized shares of the Company’s Common Stock from 800,000,000 to 100,000,000. The Certificate of Amendment had been approved by the Board of Directors on August 28, 2015 and by the Company’s stockholders at the Company’s 2015 Annual Meeting of Stockholders on August 26, 2015. The description of the Certificate of Amendment contained herein is qualified in its entirety by reference to the full text of the Certificate of Amendment, which is filed as Exhibit 3.1 attached hereto and incorporated by reference herein.

 

Item 9.01  Financial Statements and Exhibits

    

The exhibit listed in the Exhibit Index below is filed with this report.

 

 

 

 

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.

 

     
September 4, 2015 Brainstorm Cell Therapeutics Inc.

 

 

 

 

 

 

  By:  

/s/ Yoram Bibring

Yoram Bibring

  Chief Financial Officer

 

 

 

 

EXHIBIT INDEX

  

Exhibit No.Description
  
3.1Certificate of Amendment of Certificate of Incorporation of Brainstorm Cell Therapeutics Inc. dated August 31, 2015.

 

 

 EX-3.1 2 v419788_ex3-1.htm EXHIBIT 3.1

 

Exhibit No. 3.1

 

CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
BRAINSTORM CELL THERAPEUTICS INC.

 

 

Brainstorm Cell Therapeutics Inc. (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:

 

The Board of Directors of the Corporation, by unanimous written consent, and the Stockholders of the Corporation, at a duly called and held meeting, duly approved and adopted a resolution, pursuant to Sections 141, 222 and 242 of the General Corporation Law of the State of Delaware, to amend the Certificate of Incorporation of the Corporation. The resolution setting forth the amendment is as follows:

 

RESOLVED: That the Certificate of Incorporation of the Corporation be amended by replacing the first sentence of Article FOURTH thereof with the following:

 

FOURTH: The Corporation shall have authority to issue One Hundred Million (100,000,000) shares of Common Stock, par value $0.00005 per share (the “Common Stock”).

 

 

IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to be signed by its Chief Executive Officer this 31st day of August, 2015.

 

  BRAINSTORM CELL THERAPEUTICS INC.
     
     
  By: /s/ Anthony Fiorino  
  Name: Anthony Fiorino  
  Title: Chief Executive Officer