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) September 30, 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 1.01. Entry Into a Material Definitive Agreement

Effective  September 30, 2005,  in connection  with a first closing of a private
placement,  we  entered  into  an  identical  Subscription  Agreement  with  two
investors  ("Investors")  pursuant  to which such  Investors  purchased,  in the
aggregate,  312,500  Units for a purchase  price per Unit of $.80,  or  $250,000
gross  proceeds  in the  aggregate.  Each Unit  consists of (i) one share of our
common stock, and (ii) a warrant to purchase one share of our common stock at an
exercise price of $1.00 per share, which warrant is exercisable for a three-year
period  from the date of issuance  (such  private  placement  referred to as the
"Offering").

The Subscription  Agreement provides certain  registration  rights in connection
with the Offering as follows. We intend to raise up to an additional $750,000 in
gross proceeds  pursuant to additional  closings under the Offering.  We further
intend to initiate a  significantly  larger  offering to raise up to  $9,000,000
(the  "Subsequent  Offering")  via sale of units  comprising  common  shares and
warrants  for common  shares  promptly  following  the  closing of the  offering
described above. The precise terms of the Subsequent Offering will be determined
by us.  (The  shares of common  stock  issued  as part of the  Offering  and the
Subsequent  Offering and the shares of common stock into which the warrants that
are  being  issued  as part of the  Offering  and the  Subsequent  Offering  are
exercisable  are  referred  to below as  "Common  Shares".)  We agreed to file a
Registration  Statement on Form SB-2 (or an alternative available form if we are
not eligible to file a Form SB-2) covering the Common Shares no later than forty
five (45) days after the final  closing under the  Subsequent  Offering and will
use our  reasonable  best  efforts to cause such  Registration  Statement  to be
declared  effective within one hundred and twenty (120) days thereafter.  In the
event the Registration Statement has not been declared effective within 165 days
of the closing of the  Subsequent  Offering (or, if the  Subsequent  Offering is
ultimately not consummated,  within 285 days of the Closing of the Offering), we
will  pay to the  Investors  liquidated  damages  equal  to 1.0%  of the  amount
invested for each subsequent 30-day period until such Registration  Statement is
declared effective.
<PAGE>

Item 3.02. Unregistered Sales of Equity Securities

Effective  September 30, 2005 we had a first closing of a private  placement and
received gross  proceeds of $250,000 in the aggregate from 2 investors  pursuant
to which  such  investors  purchased,  in the  aggregate,  312,500  Units  for a
purchase  price  per Unit of $.80.  Each Unit  consists  of (i) one share of our
common  stock and (ii) a warrant to purchase one share of our common stock at an
exercise price of $1.00 per share, which warrant is exercisable for a three-year
period from the date of issuance.

We retained  Octagon  Trading Group LLC as a placement  agent in connection with
the Offering. Under the terms of our agreement,  Octagon will (i) receive a cash
fee of ten percent (10%) of the total  proceeds  raised in the Offering (and six
percent (6.0%) of the proceeds  actually received by us from the exercise of any
warrants  issued as part of the Offering) and (ii) be issued a warrant valid for
five years post closing to purchase a total of ten percent  (10.0%) of the total
proceeds  raised in the Offering at an exercise price of $1.50 per share,  which
will be  determined  using a black  scholes  calculation.  Octagon has  received
$25,000 as the cash  consideration  owing to it resulting from the first closing
described herein. The warrant will be issued following subsequent closings under
the Offering.

We believe that such transactions were exempt from the registration requirements
of the Securities Act of 1933 by virtue of Regulation D promulgated thereunder.

Item 9.01. Financial Statements and Exhibits

            (c)  Exhibits.

                 4.09 Form of Warrant to purchase common stock for $1.00 per
                 share

                 10.20 Form of October 2005 Subscription Agreement
<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: October 2, 2005

BRAINSTORM CELL THERAPEUTICS INC.

/s/ Yaffa Beck
------------------------
Name:  Yaffa Beck
Title: President & CEO

<PAGE>

                                  EXHIBIT INDEX

Exhibit
Number      Description
------      -----------

4.09        Form of Warrant to purchase common stock for $1.00 per share
10.20       Form of October 2005 Subscription Agreement
{"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": "051115883"}, "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) September 30, 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 1.01. Entry Into a Material Definitive Agreement

Effective  September 30, 2005,  in connection  with a first closing of a private
placement,  we  entered  into  an  identical  Subscription  Agreement  with  two
investors  ("Investors")  pursuant  to which such  Investors  purchased,  in the
aggregate,  312,500  Units for a purchase  price per Unit of $.80,  or  $250,000
gross  proceeds  in the  aggregate.  Each Unit  consists of (i) one share of our
common stock, and (ii) a warrant to purchase one share of our common stock at an
exercise price of $1.00 per share, which warrant is exercisable for a three-year
period  from the date of issuance  (such  private  placement  referred to as the
"Offering").

The Subscription  Agreement provides certain  registration  rights in connection
with the Offering as follows. We intend to raise up to an additional $750,000 in
gross proceeds  pursuant to additional  closings under the Offering.  We further
intend to initiate a  significantly  larger  offering to raise up to  $9,000,000
(the  "Subsequent  Offering")  via sale of units  comprising  common  shares and
warrants  for common  shares  promptly  following  the  closing of the  offering
described above. The precise terms of the Subsequent Offering will be determined
by us.  (The  shares of common  stock  issued  as part of the  Offering  and the
Subsequent  Offering and the shares of common stock into which the warrants that
are  being  issued  as part of the  Offering  and the  Subsequent  Offering  are
exercisable  are  referred  to below as  "Common  Shares".)  We agreed to file a
Registration  Statement on Form SB-2 (or an alternative available form if we are
not eligible to file a Form SB-2) covering the Common Shares no later than forty
five (45) days after the final  closing under the  Subsequent  Offering and will
use our  reasonable  best  efforts to cause such  Registration  Statement  to be
declared  effective within one hundred and twenty (120) days thereafter.  In the
event the Registration Statement has not been declared effective within 165 days
of the closing of the  Subsequent  Offering (or, if the  Subsequent  Offering is
ultimately not consummated,  within 285 days of the Closing of the Offering), we
will  pay to the  Investors  liquidated  damages  equal  to 1.0%  of the  amount
invested for each subsequent 30-day period until such Registration  Statement is
declared effective.
Item 3.02. Unregistered Sales of Equity Securities

Effective  September 30, 2005 we had a first closing of a private  placement and
received gross  proceeds of $250,000 in the aggregate from 2 investors  pursuant
to which  such  investors  purchased,  in the  aggregate,  312,500  Units  for a
purchase  price  per Unit of $.80.  Each Unit  consists  of (i) one share of our
common  stock and (ii) a warrant to purchase one share of our common stock at an
exercise price of $1.00 per share, which warrant is exercisable for a three-year
period from the date of issuance.

We retained  Octagon  Trading Group LLC as a placement  agent in connection with
the Offering. Under the terms of our agreement,  Octagon will (i) receive a cash
fee of ten percent (10%) of the total  proceeds  raised in the Offering (and six
percent (6.0%) of the proceeds  actually received by us from the exercise of any
warrants  issued as part of the Offering) and (ii) be issued a warrant valid for
five years post closing to purchase a total of ten percent  (10.0%) of the total
proceeds  raised in the Offering at an exercise price of $1.50 per share,  which
will be  determined  using a black  scholes  calculation.  Octagon has  received
$25,000 as the cash  consideration  owing to it resulting from the first closing
described herein. The warrant will be issued following subsequent closings under
the Offering.

We believe that such transactions were exempt from the registration requirements
of the Securities Act of 1933 by virtue of Regulation D promulgated thereunder.

Item 9.01. Financial Statements and Exhibits

            (c)  Exhibits.

                 4.09 Form of Warrant to purchase common stock for $1.00 per
                 share

                 10.20 Form of October 2005 Subscription Agreement
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: October 2, 2005

BRAINSTORM CELL THERAPEUTICS INC.

/s/ Yaffa Beck
------------------------
Name:  Yaffa Beck
Title: President & CEO
EXHIBIT INDEX

Exhibit
Number      Description
------      -----------

4.09        Form of Warrant to purchase common stock for $1.00 per share
10.20       Form of October 2005 Subscription Agreement