UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 8-A

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934


PLURISTEM THERAPEUTICS INC.
(Exact name of registrant as specified in its charter)

Delaware
98-0351734
(State of incorporation or organization)
(I.R.S. Employer Identification No.)
 
 
MATAM Advanced Technology Park,
Building No. 20, Haifa, Israel
31905
(Address of principal executive offices)
(Zip Code)
 

Title of Each Class
Name of Each Exchange on Which
to be so Registered
Each Class is to be Registered
 
 
Common Stock, par value $0.00001 per share
The NASDAQ Stock Market LLC
 

If this form relates to the registration of a class of securities pursuant to Section 12(b) of the Exchange Act and is effective pursuant to General Instruction A.(c), check the following box. [X]

If this form relates to the registration of a class of securities pursuant to Section 12(g) of the Exchange Act and is effective pursuant to General Instruction A. (d), check the following box. [  ]

Securities Act registration statement file number to which this form relates:  N/A (if applicable)

Securities to be registered pursuant to Section 12(g) of the Act: None
(Title of class)

Common Stock, $0.00001 par value per share.
(Title of class)
 
 
 
 

ITEM 1.  DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

The Company's authorized common stock consists of 7,000,000 shares with a par value of $0.00001 per share. All shares have equal voting rights and are entitled to one vote per share in all matters to be voted upon by stockholders. The shares have no pre-emptive, subscription, conversion or redemption rights and may be issued only as fully paid and non-assessable shares. Holders of the common stock are entitled to equal ratable rights to such dividends and distributions with respect to the common stock as may be declared by the Board of Directors out of funds legally available.
.

ITEM 2.  EXHIBITS.

Exhibit
Description
3.1
Articles of Incorporation (incorporated by reference from the Company’s registration statement on Form SB-2 filed September 10, 2001).
3.2
Amended By-laws (incorporated by reference from the Company’s Current Report on Form 8-K filed January 22, 2007)
   


 
 
 

SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the Registrant has caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.

 
PLURISTEM THERAPEUTICS INC.
 
 
 
 
 
 
 
 
 
 
By:
/S/ Zami Aberman
 
 
 
Zami Aberman
 
 
 
Chief Executive Officer
 

Date: December 10, 2007