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Correspondence 0001104659-24-102456 from BRAINSTORM CELL THERAPEUTICS INC. (BCLI) (CIK 0001137883) (BCLI)

BRAINSTORM CELL THERAPEUTICS INC. (BCLI) (CIK 0001137883)
Date: Sept. 24, 2024 · CIK: 0001137883 · Accession: 0001104659-24-102456

AI Filing Summary & Sentiment

File numbers found in text: 333-282172

Referenced dates: September 20, 2024

Date
September 24, 2024
Author
/s/ Chaim Lebovits
Form
CORRESP
Company
BRAINSTORM CELL THERAPEUTICS INC. (BCLI) (CIK 0001137883)

Letter

Via EDGAR Submission Division of Corporate Finance Re: Brainstorm Cell Therapeutics, Inc. Registration Statement on Form S-3, Submitted September 17, 2024 CIK No. 0001137883 File No. 333-282172

Dear Mr. Crawford and Ms. Crotty:

This letter is in response to the comment letter from the staff (the “Staff”) of the Securities and Exchange Commission, dated September 20, 2024, concerning the above-referenced filing (the “Registration Statement”) by Brainstorm Cell Therapeutics, Inc. (the “Company”). For your convenience, we have set forth the Staff’s comment in italics, and such comment is followed by the Company’s response. The Company has filed today Pre-Effective Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via EDGAR, which reflects the response below. Please note that the page number provided in the response below corresponds to the pages of Amendment No. 1.

Registration Statement on Form S-3 filed September 17, 2024

Risk Factors, page 4

1. Please revise the Risk Factors section of this Form S-3 to discuss the risk that the company may fail to regain compliance with the continued listing requirements of Nasdaq, which may result in the company's common stock being delisted and negatively impact the price and liquidity of the company's common stock. We note this risk is discussed in the company's Form 10-Q for the quarterly period ended June 30, 2024, filed on August 14, 2024.

Response: In response to the Staff’s comment, the Company has added a risk factor on page 4 regarding the risk that the Company may fail to regain compliance with the continued listing requirements of Nasdaq.

Should you have any questions regarding the foregoing, please contact our outside counsel, Faith L. Charles of Thompson Hine LLP at (212) 908-3905.

Sincerely,
/s/ Chaim Lebovits

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CORRESP
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Brainstorm Cell Therapeutics, Inc.

1325 Avenue of Americas, 28th Floor

New York, NY 10019

September 24, 2024

Via
EDGAR Submission

U.S. Securities and Exchange Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Attn: Daniel Crawford and Laura Crotty

    Re:
    Brainstorm Cell Therapeutics, Inc.

    Registration Statement on Form S-3,
Submitted September 17, 2024

    CIK No. 0001137883

    File No. 333-282172

Dear Mr. Crawford and Ms. Crotty:

This letter is in response to the comment letter
from the staff (the “Staff”) of the Securities and Exchange Commission, dated September 20, 2024, concerning the above-referenced
filing (the “Registration Statement”) by Brainstorm Cell Therapeutics, Inc. (the “Company”). For your convenience,
we have set forth the Staff’s comment in italics, and such comment is followed by the Company’s response. The Company has
filed today Pre-Effective Amendment No. 1 to the Registration Statement (“Amendment No. 1”) via EDGAR, which reflects the
response below. Please note that the page number provided in the response below corresponds to the pages of Amendment No. 1.

Registration Statement on Form S-3 filed
September 17, 2024

Risk Factors, page 4

 1. Please revise the Risk Factors section of this Form S-3 to discuss the risk that the company may fail
to regain compliance with the continued listing requirements of Nasdaq, which may result in the company's common stock being delisted
and negatively impact the price and liquidity of the company's common stock. We note this risk is discussed in the company's Form 10-Q
for the quarterly period ended June 30, 2024, filed on August 14, 2024.

Response: In response to the Staff’s
comment, the Company has added a risk factor on page 4 regarding the risk that the Company may fail to regain compliance with the continued
listing requirements of Nasdaq.

Should you have any questions regarding the foregoing,
please contact our outside counsel, Faith L. Charles of Thompson Hine LLP at (212) 908-3905.

    Sincerely,

    /s/ Chaim Lebovits

    Chaim Lebovits

    Chief Executive Officer