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) May 27, 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

         (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

|_|   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

On May 27, 2005, our Board of Directors approved the following compensation for
non-employee directors going forward: annual retainer of $10,000; meeting
participation fees of $1,000 for each board meeting or duly constituted
committee thereof attended in person and $500 for each meeting attended by
telephone. In addition, as initial compensation, two of our non-employee
directors were granted 100,000 restricted shares which are subject to the
Company's right to repurchase at a purchase price of par value ($0.00005), which
repurchase right expires in 3 equal annual installments beginning on May 27,
2006, and one of our non-employee directors was granted an option to purchase
100,000 shares of our common stock, at an exercise price of $0.75, vesting in
three (3) equal annual installments beginning on May 27, 2006.


      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: June 2, 2005


/s/ Yaffa Beck

Name: Yaffa Beck

Title: President & CEO