SEC Company Response from BRAINSTORM CELL THERAPEUTICS INC. (BCLI) (CIK 0001137883) (BCLI) — Mar 20, 2013
BRAINSTORM CELL THERAPEUTICS INC. (BCLI) (CIK 0001137883)
Date: March 20, 2013 · CIK: 0001137883 · Accession: 0001144204-13-016484
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-186516
Referenced dates: February 19, 2013
Letter
VIA EDGAR Securities and Exchange Commission (Mail Stop 4561) Registration Statement on Form S-1 Filed February 8, 2013 File No. 333-186516
Re: Brainstorm Cell Therapeutics Inc.
Dear Mr. Riedler:
On behalf of Brainstorm Cell Therapeutics Inc. (the “Company”), we submit the following responses to the comments of the Staff of the Securities and Exchange Commission (the “Staff”) as set forth in your letter dated February 19, 2013 to Ms. Liat Sossover, the Company’s Chief Financial Officer.
These responses set forth below have been organized in the same manner in which the Staff’s comments were organized.
All responses pertaining to the Company set forth in this letter were prepared by the Company in consultation with its counsel, BRL Law Group LLC. We are filing these responses in connection with Amendment No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form S-1, filed March 20, 2013 (the “Registration Statement”).
COMMENT 1. Please note that rule 430A only allows you to omit pricing related information. Accordingly, please amend your registration statement to include the number of shares of common stock, warrants and shares of common stock issuable upon exercise of the warrants.
RESPONSE:
In response to the Staff’s comments, the Company will file another amendment to the Registration Statement pre-effectively to include the requested information once such information has been determined.
BrainStorm Cell Therapeutics Inc.
605 Third Avenue, 34th Floor
New York NY 10158
Tel: (646) 666 3188
BrainStorm Cell Therapeutics Ltd.
12 Bazel St., POB 10019 Kiryat Aryeh,
Petach Tikva, Israel 49001
Tel: (972) 3.923.6384
Fax: (212) 286-1884
E-mail: info@brainstorm-cell.com
COMMENT 2. We note that you “intend to engage one or more underwriters, broker-dealers or selling agents to sell the securities.” Please update your registration statement, including the Plan of Distribution, to identify any underwriters, broker dealers or selling agents and to include the specific terms of the underwriting or other selling arrangements. Also, please file any agreements related to these arrangements as exhibits pursuant to Item 601(b)(1) of Regulation S-K.
RESPONSE:
In response to the Staff’s comments, the Company will file another amendment to the Registration Statement pre-effectively to include the requested information and will file any related agreements as exhibits once any underwriters, broker-dealers or selling agents are engaged. At this time, the Company has not engaged any underwriters, broker-dealers or selling agents.
COMMENT 3. Please update your registration statement to include executive compensation information for the fiscal year ended December 31, 2012.
RESPONSE:
In response to the Staff’s comments, the Company has updated the Registration Statement to include executive compensation information for the fiscal year ended December 31, 2012. Please see pages 45 through 48 of Amendment No. 1.
COMMENT 4. Please update your financial statements pursuant to Rule 8-08 of Regulation S-X.
RESPONSE:
In response to the Staff’s comments, the Company has updated the Registration Statement to include updated financial statements pursuant to Rule 8-08 of Regulation S-X. Please see pages F-1 through F-40 of Amendment No. 1.
COMMENT 5. Please file the legal opinion as exhibit 5.1 to your registration statement pursuant to Item 601(b)(5) of Regulation S-K. We may have further comments based on our review of the opinion.
RESPONSE:
In response to the Staff’s comments, the Company will file another amendment to the Registration Statement pre-effectively to include the legal opinion as Exhibit 5.1 once the details of the offering are known.
BrainStorm Cell Therapeutics Inc.
605 Third Avenue, 34th Floor
New York NY 10158
Tel: (646) 666 3188
BrainStorm Cell Therapeutics Ltd.
12 Bazel St., POB 10019 Kiryat Aryeh,
Petach Tikva, Israel 49001
Tel: (972) 3.923.6384
Fax: (212) 286-1884
E-mail: info@brainstorm-cell.com
The Company acknowledges the Staff’s references regarding requests for acceleration of the Registration Statement, including Rules 460 and 461. The Company will include the requested acknowledgments and will provide the Staff with adequate time after the filing of any amendment for further review before submitting a request for acceleration.
If you have any questions with regards to these responses, need supplemental information or would like to discuss any of the matters covered in this letter, please contact the undersigned at +972 3 923 6384 or Thomas Rosedale of BRL Law Group LLC at (617) 399-6935.
Very truly yours,
/s/ Liat Sossover
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CORRESP
1
filename1.htm
March 20, 2013
VIA EDGAR
Jeffrey P. Riedler
Assistant Director
Securities and Exchange Commission (Mail Stop
4561)
100 F Street, N.E.
Washington, D.C. 20549
Re:
Brainstorm Cell Therapeutics Inc.
Registration Statement on Form S-1
Filed February 8, 2013
File No. 333-186516
Dear Mr. Riedler:
On behalf of Brainstorm Cell Therapeutics
Inc. (the “Company”), we submit the following responses to the comments of the Staff of the Securities and Exchange
Commission (the “Staff”) as set forth in your letter dated February 19, 2013 to Ms. Liat Sossover, the Company’s
Chief Financial Officer.
These responses set forth below have been
organized in the same manner in which the Staff’s comments were organized.
All responses pertaining to the Company
set forth in this letter were prepared by the Company in consultation with its counsel, BRL Law Group LLC. We are filing these
responses in connection with Amendment No. 1 (“Amendment No. 1”) to the Company’s Registration Statement on Form
S-1, filed March 20, 2013 (the “Registration Statement”).
COMMENT 1. Please note that rule 430A only allows
you to omit pricing related information. Accordingly, please amend your registration statement to include the number of shares
of common stock, warrants and shares of common stock issuable upon exercise of the warrants.
RESPONSE:
In response to the Staff’s comments, the Company will file another amendment to the Registration Statement pre-effectively
to include the requested information once such information has been determined.
BrainStorm Cell Therapeutics Inc.
605 Third Avenue, 34th Floor
New York NY 10158
Tel: (646) 666 3188
BrainStorm
Cell Therapeutics Ltd.
12 Bazel St., POB 10019 Kiryat Aryeh,
Petach Tikva, Israel 49001
Tel: (972) 3.923.6384
Fax: (212) 286-1884
E-mail: info@brainstorm-cell.com
COMMENT 2. We note that you “intend to engage
one or more underwriters, broker-dealers or selling agents to sell the securities.” Please update your registration statement,
including the Plan of Distribution, to identify any underwriters, broker dealers or selling agents and to include the specific
terms of the underwriting or other selling arrangements. Also, please file any agreements related to these arrangements as exhibits
pursuant to Item 601(b)(1) of Regulation S-K.
RESPONSE:
In response to the Staff’s comments,
the Company will file another amendment to the Registration Statement pre-effectively to include the requested information and
will file any related agreements as exhibits once any underwriters, broker-dealers or selling agents are engaged. At this time,
the Company has not engaged any underwriters, broker-dealers or selling agents.
COMMENT 3. Please update your registration statement
to include executive compensation information for the fiscal year ended December 31, 2012.
RESPONSE:
In response to the Staff’s comments,
the Company has updated the Registration Statement to include executive compensation information for the fiscal year ended December
31, 2012. Please see pages 45 through 48 of Amendment No. 1.
COMMENT 4. Please update your financial statements
pursuant to Rule 8-08 of Regulation S-X.
RESPONSE:
In response to the Staff’s comments,
the Company has updated the Registration Statement to include updated financial statements pursuant to Rule 8-08 of Regulation
S-X. Please see pages F-1 through F-40 of Amendment No. 1.
COMMENT 5. Please file the legal opinion as exhibit
5.1 to your registration statement pursuant to Item 601(b)(5) of Regulation S-K. We may have further comments based on our review
of the opinion.
RESPONSE:
In response to the Staff’s comments,
the Company will file another amendment to the Registration Statement pre-effectively to include the legal opinion as Exhibit 5.1
once the details of the offering are known.
BrainStorm Cell Therapeutics Inc.
605 Third Avenue, 34th Floor
New York NY 10158
Tel: (646) 666 3188
BrainStorm
Cell Therapeutics Ltd.
12 Bazel St., POB 10019 Kiryat Aryeh,
Petach Tikva, Israel 49001
Tel: (972) 3.923.6384
Fax: (212) 286-1884
E-mail: info@brainstorm-cell.com
The Company acknowledges the Staff’s
references regarding requests for acceleration of the Registration Statement, including Rules 460 and 461. The Company will include
the requested acknowledgments and will provide the Staff with adequate time after the filing of any amendment for further review
before submitting a request for acceleration.
If you have any questions with regards
to these responses, need supplemental information or would like to discuss any of the matters covered in this letter, please contact
the undersigned at +972 3 923 6384 or Thomas Rosedale of BRL Law Group LLC at (617) 399-6935.
Very truly yours,
/s/ Liat Sossover
Liat Sossover
Copy to: Thomas B. Rosedale, Esq.
BrainStorm Cell Therapeutics Inc.
605 Third Avenue, 34th Floor
New York NY 10158
Tel: (646) 666 3188
BrainStorm
Cell Therapeutics Ltd.
12 Bazel St., POB 10019 Kiryat Aryeh,
Petach Tikva, Israel 49001
Tel: (972) 3.923.6384
Fax: (212) 286-1884
E-mail: info@brainstorm-cell.com