UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 23, 2005


                        BrainStorm Cell Therapeutics Inc.
             (Exact name of registrant as specified in its charter)

         Washington                 333-61610                     912061053
(State or other jurisdiction       (Commission                  (IRS Employer
     of incorporation)             File Number)              Identification No.)

                           1350 Avenue of the Americas
                               New York, NY 10019
               (Address of principal executive offices) (Zip Code)


         Registrant's telephone number, including area code 212-557-9000

                                       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))


<PAGE>

Item 7.01          Regulation FD Disclosure

On August 23, 2005 we entered into an agreement with a placement agent pursuant
to which we are seeking to raise up to $10 million in one or more sales of
common stock.

No assurances can be made that we will be able to complete one or more of these
planned sales of common stock in this amount, in a timely manner, on favorable
terms, or at all. For further discussion of the risks associated with our need
to raise additional capital to execute our plan of operations, we refer you to
the "Risk Factors" section of our quarterly report on Form 10-QSB for the
Quarter ended June 30, 2005, filed with the Securities and Exchange Commission
and available at http://www.sec.gov/ or by request to the Company.

<PAGE>

                                   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.


Dated: August 24, 2005

BRAINSTORM CELL THERAPEUTICS INC.

/s/ Yaffa Beck
----------------------------------

Name: Yaffa Beck

Title: President & CEO
{"company-data": {"conformed-name": "BRAINSTORM CELL THERAPEUTICS INC", "cik": "0001137883", "assigned-sic": "2836", "irs-number": "912061050", "fiscal-year-end": "0331"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "333-61610", "film-number": "051045313"}, "business-address": {"street1": "1350 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10019", "phone": "250-519-0553"}, "mail-address": {"street1": "1350 AVENUE OF THE AMERICAS", "city": "NEW YORK", "state": "NY", "zip": "10019"}, "former-company": [{"former-conformed-name": "GOLDEN HAND RESOURCES INC", "date-changed": "20030827"}, {"former-conformed-name": "WIZBANG TECHNOLOGIES INC", "date-changed": "20010409"}]}
UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 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 23, 2005

                        BrainStorm Cell Therapeutics Inc.
             (Exact name of registrant as specified in its charter)

         Washington                 333-61610                     912061053
(State or other jurisdiction       (Commission                  (IRS Employer
     of incorporation)             File Number)              Identification No.)

                           1350 Avenue of the Americas
                               New York, NY 10019
               (Address of principal executive offices) (Zip Code)

         Registrant's telephone number, including area code 212-557-9000

                                       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 7.01          Regulation FD Disclosure

On August 23, 2005 we entered into an agreement with a placement agent pursuant
to which we are seeking to raise up to $10 million in one or more sales of
common stock.

No assurances can be made that we will be able to complete one or more of these
planned sales of common stock in this amount, in a timely manner, on favorable
terms, or at all. For further discussion of the risks associated with our need
to raise additional capital to execute our plan of operations, we refer you to
the "Risk Factors" section of our quarterly report on Form 10-QSB for the
Quarter ended June 30, 2005, filed with the Securities and Exchange Commission
and available at http://www.sec.gov/ or by request to the Company.
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.

Dated: August 24, 2005

BRAINSTORM CELL THERAPEUTICS INC.

/s/ Yaffa Beck
----------------------------------

Name: Yaffa Beck

Title: President & CEO