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): ~~May 9~~July 20, 2012 (~~May~~July 616, 2012)

_______________

BIOCANCELL THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

Delaware	000-53708	20-4630076
(State or other jurisdiction of incorporation)	Commission File Number	(IRS Employer Identification No.)

Beck Science Center, 8 Hartom St, Har Hotzvim, Jerusalem, Israel, 97775

(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: 972-2-548-6555

(Former name or former address, if change since last report)

Check the appropriate box below if the Form 8-K filing is 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 (17CFR 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 5.0207 Submission ~~Departure~~ of ~~Directors~~Matters orto ~~Principal~~a ~~Officers;~~Vote ~~Election~~ of ~~Directors;~~Security ~~Appointment of Principal Officers~~Holders

OnAt ~~May~~a 6,special ~~2012,~~general meeting (the ~~Chief~~“Meeting”) ~~Executive~~of ~~Officer~~the stockholders of BioCancell Therapeutics, Inc. (the "“Company"”), ~~Mr.~~held ~~Uri~~on ~~Danon~~July 18, ~~notified~~2012 at the ~~Board~~offices of ~~Directors of~~ the Company’s ofattorneys, ~~his intention to resign as CEO. He stated that his resignation is not due to a disagreement with~~ the ~~Company~~following ~~on any~~ matter ~~relating~~was toconsidered ~~its~~by ~~operations, policies or practices, including with regard to~~ the ~~accuracy~~stockholders of ~~its financial statements or to any change in its business. The Board then elected Mr. Jonathan Burgin,~~ the Company~~'s Chief Financial Officer, to serve as Chief Executive Officer, effective June 1, 2012.~~:

Mr1. ~~Burgin,~~The 51stockholders ~~years~~of ~~old, has served as~~ the Company’s ~~Chief~~approved ~~Financial~~the ~~Officer~~reincorporation ~~since~~merger ~~June~~pursuant 2011. Mr. Burgin has been Chief Financial Officer of Radcom, Ltd. (NASDAQ: RDCM), a service assurance provider, since 2006, and was CFO of XTL Biopharmaceuticals (TASE: XTL, Pink Sheets: XTLBY), a drug development company, from 1999 to ~~2006,~~which ~~where he took an active part in~~ the ~~process~~Company ofwill ~~listing~~become ~~its shares on the NASDAQ, London Stock Exchange, and TASE and in raising $113 million in four financing rounds. Between 1997 and 1999, he was CFO of YLR Capital Markets,~~ a ~~publicly~~wholly-~~traded~~owned ~~Israeli~~subsidiary ~~investment bank, and rose to become a Senior Manager at Kesselman & Kesselman, the Israeli member~~ of ~~PricewaterhouseCoopers~~BioCancell ~~International,~~ Ltd., ~~between 1984 and 1997. Mr. Burgin earned~~ an ~~M.B.A.~~Israeli ~~and a B~~corporation.~~A. in Accounting and Economics from Tel-Aviv University and is certified in Israel as a CPA.~~

Of the 21,519,871 shares whose owners were present at the meeting and participated in the vote, stockholders holding 21,519,871 shares (100%) voted in favor of the resolution, and no stockholders voted against or abstained. The affirmative votes of holders of 19,695,646 shares, being 50% of the Company’s outstanding share capital, was required for the resolution to be approved, and it was therefore approved.

Item 8.01 Other Events

On1. ~~May~~Following ~~6, 2012,~~ the ~~Chairman~~Company’s ofprevious ~~the~~Form ~~Board~~8-K offiled ~~Directors~~on ofMay ~~the Company~~9, ~~Mr.~~2012 ~~Ruben~~in ~~Krupik,~~connection ~~notified~~with the ~~Board~~resignation ~~that~~of heUri ~~intends~~Danon ~~to step down~~ from his position as ~~Chairman~~the Chief Executive Officer of the ~~Board~~Company, ~~while~~the ~~remaining~~Board aof ~~member~~Directors of the ~~Board.~~Company ~~The~~has ~~Board~~approved ~~then~~the ~~elected~~following ~~Dr.~~retirement ~~Aharon~~terms ~~Schwartz~~for asMr. ~~Chairman~~Danon of(“Retirement ~~the Board, effective immediately.~~Terms”):

Dri. ~~Schwartz~~Extension ~~has~~of ~~served as a director since November 2011~~Mr. He was employed with Teva Pharmaceutical Industries Ltd from 1975 until his retirement in 2011. His most recent titles included Vice President of Innovative Ventures, Vice President of Strategic Business Planning and New Ventures and Vice President of TevaDanon’s ~~Global~~prior ~~Products~~notice ~~Division, and he was the Vice President of Teva’s Copaxone Division from 1995~~ to ~~1999.~~180 ~~From~~days ~~1993~~(instead ~~to 1995, Dr. Schwartz served as the Vice President~~ of ~~Business~~90 ~~Development and Export Division and also served as the Head of the Pharmaceutical Division from 1989 to 1993~~days). HeDuring is the ~~Chairman~~extended ~~of BioLineRX~~period, ~~and is a director at CBI, D-Pharm, MediWound and, CureTech~~Mr. HeDanon ~~holds~~will aonly ~~Ph.D.~~receive inhis ~~Organic~~base ~~Chemistry from the Weizmann Institute, an M~~salary.~~Sc. in Chemistry from the Technion, and a B.Sc. in Chemistry and Physics from the Hebrew University of Jerusalem.~~

~~The~~ii. ~~Board~~Extension ~~further approved the payment~~ of ~~a monthly compensation to Dr. Schwartz in~~ the ~~amount~~period ~~of NIS 30,000 (approximately $8,000) per month~~ in ~~return~~which ~~for~~Mr. aDanon ~~40%~~may ~~position,~~exercise ~~and~~his tooption ~~allocate him options~~ to purchase ~~400~~450,000 Company’s shares of common stock of(“Options”) ~~the~~which ~~Company,~~were invested ~~accordance~~at ~~with~~ the ~~Company's~~time ~~2007 Stock Option Plan, at an exercise price~~ of ~~NIS~~his 0resignation.99 ~~per~~Following ~~share~~such ~~(the~~approval, ~~higher~~Mr. ofDanon ~~the~~will ~~average~~be ~~closing~~able ~~price~~to ofexercise the ~~Company's~~Options ~~shares~~throughout on24 ~~the~~months ~~TASE~~following ~~for~~ the 22date ~~trading days prior to the Board resolution, and the closing price~~ of ~~the~~his ~~Company's~~termination ~~shares~~(instead ~~on the date~~ of ~~the~~12 ~~resolution~~months), i.e. ~~The~~until ~~options~~August ~~will~~4, ~~vest over the course of four years~~2012.

In connection with their approval of such Retirement Terms, the Company’s Board of Directors noted the following considerations:

The extension of Mr. Danon’s prior notice and the extension of the exercise period of the options are an acknowledgment of the significant contribution of Mr. Danon to the Company during his years as the Company’s Chief Executive Officer, the challenges he and the Company faced during such term, and the Company’s achievements.

ii.	Taking into account all such considerations, the members of the Board of Directors believe that the Retirement Terms are in the best interest of the Company and are fair and reasonable under these circumstances.

BioCancell Therapeutics Inc. (the “Company”) has announced that, on July 17, 2012, BioCancell Ltd. (“BioCancell”) has filed with the Israel Securities Authority and the Tel Aviv Stock Exchange an initial non-public draft of a prospectus (the “Prospectus”) under which BioCancell intends to raise capital through issuance to the public of BioCancell’s ordinary shares (the “Shares”) following the consummation of a reincorporation merger of the Company (the “Reincorporation”), as far as such Reincorporation will indeed be consummated.

The Shares will be offered by BioCancell under Regulation S (Category 1). The Shares will not be registered under the U.S. Securities Act of 1933, as amended, and cannot be offered or sold in the United States absent registration or applicable exemption from the registration requirements. This Form 8-K does not constitute an offer to sell or the solicitation of an offer to buy any securities.

This filing contains "forward-looking" statements, including statements in connection with future issuance of BioCancell Shares and its scope. Any statements contained herein that are not statements of historical fact may be deemed to be forward-looking statements. There are a number of important factors that the consummation of the Reincorporation and the scope and issuance of the Shares are conditioned upon, including but not limited to, final approvals of the Company, BioCancell and the Israeli authorities and market conditions. The Company does not undertake any obligation to update forward-looking statements. There can be no assurance that the offering pursuant to the Prospectus will take place, and if taken, what will be its scope.

SIGNATURE

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.

	BIOCANCELL THERAPEUTICS, INC.
Dated: May 9, 2012	By:	/s/ Avraham Hampel
Dated: July 20, 2012	By:	/s/ Avraham Hampel
		Avraham Hampel
		Company Secretary

Filing Compare · BIOCANCELL THERAPEUTICS INC.