As filed with the Securities and Exchange Commission on July 11, 2011
  
Registration No. 333-            
 
 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
FORM S-8
 
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 
BRAINSTORM CELL THERAPEUTICS INC.
(Exact Name of Registrant as Specified in Its Charter)
 
Delaware
  
20-8133057
(State or Other Jurisdiction of
Incorporation or Organization)
  
(I.R.S. Employer
Identification Number)
 
605 Third Avenue, 34th Floor, New York, NY
  
10158
(Address of Principal Executive Offices)
  
(Zip Code)
 
Amended and Restated 2004 Global Share Option Plan
Amended and Restated 2005 U.S. Stock Option and Incentive Plan
(Full Title of the Plan)
 
Liat Sossover
Chief Financial Officer
Brainstorm Cell Therapeutics Inc.
605 Third Avenue, 34th Floor
New York, New York 10158
(Name and Address of Agent for Service)
 
(212) 557-7200
(Telephone Number, Including Area Code, of Agent for Service)
 
Copies to:
 
Thomas B. Rosedale, Esq.
BRL Law Group LLC
425 Boylston Street, 3rd Floor
Boston, Massachusetts 02116
(617) 399-6931

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act:

Large accelerated filer   o
  
Accelerated filer   o
Non-accelerated filer   o
  
Smaller reporting company   þ
(Do not check if smaller reporting company)
 
CALCULATION OF REGISTRATION FEE
 
Title of
Securities
to be
Registered
  
Amount
to be
Registered(1)
  
Proposed
Maximum
Offering
Price
Per Share
    
Proposed
Maximum
Aggregate
Offering
Price
    
Amount of
Registration
Fee
  
Common Stock, $0.00005 par value
  
5,000,000 shares
   $ 0.46 (2)   $ 2,300,000 (2)   $ 267.03  
 
(1)
In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2)
Estimated solely for the purpose of calculating the registration fee, and based on the average of the high and low prices of the Common Stock on July 8, 2011 as reported on the Over-the-Counter Bulletin Board operated by the National Association of Securities Dealers Inc. in accordance with Rules 457(c) and 457(h) under the Securities Act of 1933.
 
 
 
 
 
Statement of Incorporation by Reference
 
In accordance with General Instruction E to Form S-8, this Registration Statement on Form S-8 incorporates by reference the contents of the Registration Statement on Form S-8 (File No. 333-131880) filed by the Registrant on February 15, 2006 and amended on August 11, 2010, relating to the Amended and Restated 2004 Global Share Option Plan and Amended and Restated 2005 U.S. Stock Option and Incentive Plan (the “Plans”), except as to the item set forth below.  This Registration Statement provides for the registration of an additional 5,000,000 shares under the Plans.

Item 8.
Exhibits
 
The Exhibit Index immediately preceding the exhibits is incorporated herein by reference.
 
 
 
 
 
SIGNATURES
 
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Petach Tikva, ISRAEL on July 11, 2011.
 
BRAINSTORM CELL THERAPEUTICS INC.
   
By:
  
/s/    Adrian Harel
   
Adrian Harel
   
Acting Chief Executive Officer
   
(Principal Executive Officer)
 
POWER OF ATTORNEY
 
We, the undersigned officers and directors of Brainstorm Cell Therapeutics Inc., hereby severally constitute Adrian Harel, Chaim Lebovits and Liat Sossover, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all subsequent amendments to said Registration Statement, and generally to do all such things in our names and behalf in our capacities as officers and directors to enable Brainstorm Cell Therapeutics Inc. to comply with all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by said attorneys, or any of them, to said Registration Statement and any and all amendments thereto.
 
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on July 11, 2011.
 
Signature
  
Title
   
/s/    Adrian Harel
Adrian Harel
  
Acting Chief Executive Officer
(Principal Executive Officer)
   
/s/    Liat Sossover
Liat Sossover
  
Chief Financial Officer
(Principal Financial Officer)
   
/s/    Irit Arbel
Irit Arbel
  
Director
   
/s/    Mordechai Friedman
Mordechai Friedman
  
Director
   
/s/    Abraham Israeli
Abraham Israeli
  
Director
 
 
 
 

 
Alon Pinkas
  
Director
   
/s/    Robert Shorr
Robert Shorr
  
Director
     
/s/    Malcolm Taub
Malcolm Taub
  
Director
 
 
 
 

EXHIBIT INDEX
 
Exhibit
Number
  
Description
   
4.1
  
Agreement and Plan of Merger, dated as of November 28, 2006, by and between Brainstorm Cell Therapeutics Inc., a Washington corporation, and Brainstorm Cell Therapeutics Inc., a Delaware corporation, is incorporated herein by reference to Appendix A of the Company’s Definitive Schedule 14A dated November 20, 2006 (File No. 333-61610).
     
4.2
  
Certificate of Incorporation of Brainstorm Cell Therapeutics Inc., a Delaware corporation, is incorporated herein by reference to Appendix B of the Company’s Definitive Schedule 14A dated November 20, 2006 (File No. 333-61610).
     
4.3
  
ByLaws of Brainstorm Cell Therapeutics Inc., a Delaware corporation, is incorporated herein by reference to Appendix C of the Company’s Definitive Schedule 14A dated November 20, 2006 (File No. 333-61610).
   
4.4
  
Amendment No. 1 to ByLaws of Brainstorm Cell Therapeutics Inc., dated as of March 21, 2007, is incorporated herein by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K dated March 27, 2007 (File No. 333-61610).
   
5   
  
Opinion of BRL Law Group LLC.
   
23.1
  
Consent of BRL Law Group LLC (included in Exhibit 5).
   
23.2
  
Consent of Brightman Almagor Zohar & Co., Independent Registered Public Accounting Firm.
   
24   
  
Power of Attorney (included in the signature pages of this Registration Statement).
     
99.1
  
Amended and Restated 2004 Global Share Option Plan and its Israeli Appendix A are incorporated herein by reference to Exhibit A to the Registrant’s Definitive Schedule 14A filed April 29, 2011 (File No. 000-54365).
   
99.2
  
Amended and Restated 2005 U.S. Stock Option and Incentive Plan is incorporated herein by reference to Exhibit B to the Registrant’s Definitive Schedule 14A filed April 29, 2011 (File No. 000-54365).