UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 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): November
6, 2007
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PLURISTEM
LIFE SYSTEMS, INC
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(Exact
name of registrant as specified in its
charter)
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NEVADA
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001-31392
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98-0351734
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(State
or other jurisdiction
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(Commission
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(IRS
Employer
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of
incorporation)
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File
Number)
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Identification
No.)
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MATAM
Advanced Technology Park, Building No. 20, Haifa, Israel
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31905
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(Address
of principal executive offices)
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(Zip
Code)
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011
972 4 850 1080
(Registrant’s
telephone number, including area code)
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:
o
Written communications
pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the
Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item
3.02. Unregistered Sales of Equity Securities.
On
November 6, 2007, the registrant sold and issued 80,000,000 units, each
consisting of one share of common stock and one common share purchase warrant,
with one such warrant entitling the holder to purchase one share of the
registrant’s common stock at a price of $0.025 per share for a period of five
years. In consideration, the registrant received an aggregate of $1million
in
cash. This issuance was made as part and under the terms of the registrant’s
private placement (“Private Placement”) announced in the registrant’s Current
Report on Form 8-K on May 24, 2007, whereby the registrant announced that
$5,000,000 of the Private Placement proceeds were to be received in installments
starting six months from closing of the Private Placement. The securities were
issued to non U.S. persons relying on Regulation S and/or Section 4(2) of the
Securities Act of 1933, as amended (“1933 Act”) and to US persons relying on
Rule 506 of Regulation D promulgated under the 1933 Act.
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 thereunto
duly authorized.
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PLURISTEM
LIFE SYSTEMS, INC.
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(registrant)
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By:
/s/ Zami Aberman
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Date:
November 6, 2007
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Name:
Zami Aberman
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Title:
Chief Executive Officer
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