SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

Abbhi Sankesh

(Last)

(First)

(Middle)

C/O BRAINSTORM CELL THERAPEUTICS INC.

1325 AVENUE OF AMERICAS, 28TH FLOOR

(Street)

NEW YORK

10019

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2020

3. Issuer Name and Ticker or Trading Symbol
BRAINSTORM CELL THERAPEUTICS INC. [ BCLI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	2,117,751	I	Abbhi Investments, LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Warrant to Purchase Common Stock	03/06/2020	03/06/2023	Common Stock	250,000⁽²⁾	$15	I	Abbhi Investments, LLC⁽¹⁾

Explanation of Responses:

1. Abbhi Investments, LLC is the record owner of these securities. Mr. Sankesh Abbhi is the manager of Abbhi Investments, LLC and maintains sole voting and investment power with respect to common stock and warrants held by Abbhi Investments, LLC.

2. Pursuant to the March 6, 2020 Securities Purchase Agreement between Abbhi Investments, LLC and the Issuer, for an aggregate purchase price of $10,000,000, Abbhi Investments, LLC received 1,250,000 shares of Common Stock and a Warrant for 250,000 shares of Common Stock with a purchase price per share of $15.00 and an expiration date of the third anniversary of the date of issuance.

	/s/ Nathaniel Gaede (Pursuant to Power of Attorney)	04/07/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.