UNITED STATESSECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

SECURITIES ANDFORM EXCHANGE COMMISSION6-K

~~Washington,~~Report ~~DC 20549~~of Foreign Private Issuer Pursuant to Rule 13a-16 or 15d-16 of The Securities Exchange Act of 1934

~~FORM~~For the month of ~~6-K~~August, 2009

~~REPORT OF~~Commission ~~FOREIGN~~File ~~PRIVATE~~Number 333-144993 ~~ISSUER~~

~~PURSUANT~~CELL KINETICS LTD. TO(Translation ~~RULE~~of registrant’s ~~13a-16~~name ORinto ~~15d-16~~English) OF

~~THE~~2 Yodfat Street, Lod 71291, Israel ~~SECURITIES~~(Address ~~EXCHANGE~~of ~~ACT~~principal OFexecutive ~~1934~~office)

~~For~~Indicate by check mark whether the ~~month~~registrant ~~of: June,~~files ~~2009~~or will file annual reports under cover Form 20-F or Form 40-F.

~~Commission~~Form ~~File~~20-F ~~Number:~~x ~~333~~Form 40-~~144993~~F o

~~CELL~~Indicate by check mark if the ~~KINETICS~~registrant ~~LTD.~~is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____

~~(Exact~~Indicate by check mark if the ~~name~~registrant ofis ~~Registrant~~submitting asthe ~~specified~~Form 6-K in ~~its~~paper ~~charter~~as permitted by Regulation S-T Rule 101(b)(7): ____

~~Israel~~Indicate by check mark whether the registrant by furnishing the information contained in this form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.

~~(Jurisdiction~~Yes o of ~~incorporation~~No ~~or organization)~~x

~~2 Yodfat~~If ~~Street,~~“Yes” ~~Lod,~~is ~~71291~~marked, ~~Israel~~indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- N/A

~~(Address~~Due to its financial condition, Cell Kinetics has taken several steps to substantially reduce its operating expenses to avoid a situation in which it would be unable to meet its financial obligations to its employees and suppliers. As a result, the Company has decided to dismiss all of ~~principal~~its ~~executive~~employees ~~office~~except for the Company’s administrative assistant. The dismissals will be effective at the end of August, except for the dismissal of the Company’s Vice President (Research and Development) and Chief Operating Officer, Asaf Halamish, which will be effective at the end of September. In addition, as previously announced, the Company’s President and Chief Executive Officer, Dr. Asaf Ben-Arye, will leave the Company on October 7.

~~Indicate~~Following the dismissals, the Company byexpects ~~check~~to ~~mark~~freeze ~~whether~~most ~~the~~of ~~registrant~~its ~~files~~activities, orincluding ~~will~~its ~~file~~marketing ~~annual~~and ~~reports~~sales ~~under~~and its ~~cover~~research and development activities, but to continue to explore a variety of ~~Form~~strategic ~~20-F~~and financial alternatives including, but not limited to, a transaction with another company, the adoption of a business incubator model, or ~~Form~~additional ~~40-F~~fundraising. The Board of Directors is currently considering its options with the objective to maximize shareholder value.

~~Form 20-F~~ ~~ý Form 40-F ¨~~2

~~Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1): ____~~SIGNATURES

~~Indicate~~ Pursuant byto ~~check~~the ~~mark~~requirements ifof the ~~registrant~~Securities isExchange ~~submitting~~Act ~~the~~of ~~Form~~1934, ~~6-K~~the inregistrant ~~paper~~has asduly ~~permitted~~caused this report to be signed on its behalf by ~~Regulation~~the ~~S-T~~undersigned, ~~Rule~~thereunto ~~101(b)(7):~~duly ~~____~~authorized.

~~Indicate by~~Date: ~~check~~August ~~mark~~11, ~~whether~~2009 the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934. Yes ¨ No ý

IfCELL ~~“Yes” is~~KINETICS ~~marked,~~LTD. ~~indicate~~By: ~~below~~/s/ ~~the~~Asaf ~~file~~Ben-Arye—————————————— ~~number~~Asaf ~~assigned~~Ben-AryePresident toand ~~the~~Chief ~~registrant~~Executive ~~in connection with Rule 12g3-2(b): 82-______.~~Officer

~~Cell~~ ~~Kinetics Ltd. Announces Resignation of President and Chief Executive Officer~~3

Cell Kinetics Ltd. (the “Company”) hereby announces that Dr. Asaf Ben-Arye, its President and Chief Executive Officer, delivered a letter to the Board of Directors of the Company on June 7, 2009 stating that he is resigning from all of his positions with the Company. The resignation will become effective four (4) months from the resignation date.

The Board of Directors of the Company is evaluating its options regarding the Company’s next steps.

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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.

Dated: June 7, 2009
	Cell Kinetics Ltd.
	By:	/s/ Asaf Ben Arye
		Name: Asaf Ben Arye
		Title: President and Chief Executive Officer

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