Filing Details

Accession Number:
0001104659-24-013878
Form Type:
13G Filing
Publication Date:
2024-02-11 19:00:00
Filed By:
Ness Kevin Dean
Company:
Brainstorm Cell Therapeutics Inc. (NASDAQ:BCLI)
Filing Date:
2024-02-12
SEC Url:
13G Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
Kevin D. Ness 0 3,060,000 0 3,060,000 3,060,000 6.25%
Filing

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

 

Washington, D.C. 20549

 

SCHEDULE 13G

 

Under the Securities Exchange Act of 1934

(Amendment No. 2)

 

Brainstorm Cell Therapeutics Inc.

(Name of Issuer)

 

Common Stock, $0.00005 par value

(Title of Class of Securities)

 

10501E 201

(CUSIP Number)

 

Febuary 14, 2024

(Date of Event Which Requires Filing of this Statement)

 

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

 

¨   Rule 13d-1(b)
x   Rule 13d-1(c)
¨   Rule 13d-1(d)

 

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 

 

CUSIP No. 10501E 201

 

1.  

Names of Reporting Persons

Kevin D. Ness 

 

2.   Check the Appropriate Box if a Member of a Group (See Instructions)
    (a)   ¨
    (b)  

¨

 

3.  

SEC Use Only

 

4.   Citizenship or Place of Organization
Canada 

 

Number of

Shares

Beneficially

Owned by

Each

Reporting

Person With:

5.

Sole Voting Power

0

 

6.

Shared Voting Power

3,060,000 (1)

 

7.

Sole Dispositive Power

0

 

8.

Shared Dispositive Power

3,060,000 (1)

 

9.  

Aggregate Amount Beneficially Owned by Each Reporting Person

3,060,000 (1) 

 

10.  

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

¨

 

11.  

Percent of Class Represented by Amount in Row (9)

6.25% (2)

 

12.  

Type of Reporting Person (See Instructions)

IN

 

(1)Consists of (i) 2,600,000 shares of common stock held directly by the Reporting Person and the Reporting Person’s spouse, (ii) 160,000 shares of common stock held by the Ness Family Foundation, over which the Reporting Person and his spouse share voting and dispositive power, and (iii) 300,000 shares of common stock held by 1489 and 100 Vail Road Mortgage, an entity over which the Reporting Person and his spouse share voting and dispositive power.

 

(2)

Percentage of class is calculated based on 48,981,588 shares of common stock outstanding as of November 13, 2023, as reported by Brainstorm in their 10-Q filing to the SEC .

 

1

 

CUSIP No. 10501E 201

 

Item 1.    
  (a) Name of Issuer
   

Brainstorm Cell Therapeutics Inc.

 

  (b) Address of Issuer's Principal Executive Offices
    1325 Avenue of Americas, 28th Floor, New York, NY 10019
     
Item 2.    
  (a) Name of Persons Filing
    Kevin D. Ness (the “Reporting Person”)
     
  (b) Address of Principal Business Office or, if none, Residence
   

The principal business address for the Reporting Person is:

2121 N. California Blvd., Suite 610

Walnut Creek, CA 94596

 

  (c) Citizenship
   

The Reporting Person is a citizen of Canada.

 

  (d) Title of Class of Securities
   

Common Stock, $0.00005 par value

 

  (e) CUSIP No.
   

10501E 201

 

Item 3.   If this statement is filed pursuant to Rule 13d-1(b) or 13d-2(b) or (c), check whether the person filing is a:
    Not Applicable

 

Item 4.

 

Ownership

   
  Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in
Item 1.

 

  (a)

Amount beneficially owned:

3,060,000 shares of Common Stock

 

  (b) Percent of class: 6.25%

 

  (c) Number of shares as to which the person has:

 

  (i)

Sole power to vote or to direct the vote:

0 shares of Common Stock

 

  (ii)

Shared power to vote or to direct the vote:

3,060,000 shares

 

  (iii)

Sole power to dispose or to direct the disposition of:

0 shares of Common Stock

 

  (iv)

Shared power to dispose or to direct the disposition of:

3,060,000 shares

 

2

 

CUSIP No. 10501E 201

 

The securities reported above consist of (i) 2,600,000 shares of common stock held directly by the Reporting Person and the Reporting Person’s spouse, (ii) 160,000 shares of common stock held by the Ness Family Foundation, over which the Reporting Person and his spouse share voting and dispositive power, and (iii) 300,000 shares of common stock held by 1489 and 100 Vail Road Mortgage, an entity over which the Reporting Person and his spouse share voting and dispositive power. The reported beneficial ownership percentage is calculated based on 48,981,588 shares of common stock outstanding as of November 13, 2023, as reported by Brainstorm in their 10-Q filing to the SEC .

 

Item 5. Ownership of Five Percent or Less of a Class
  Not Applicable.
   
Item 6. Ownership of More than Five Percent on Behalf of Another Person
  Not Applicable.
   
Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person
  Not Applicable.
   
Item 8. Identification and Classification of Members of the Group
  Not Applicable.
   
Item 9. Notice of Dissolution of Group
  Not Applicable.
   
Item 10. Certification
  By signing below, I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under Sec. 240.14a-11.

 

3

 

SIGNATURE

 

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

Dated: Febuary 8, 2024

 

  Kevin D. Ness
       
  By:    /s/ Kevin D. Ness
      Name: Kevin D. Ness

 

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