Brainstorm Cell Therapeutics Inc. Announces Securities Purchase Agreement and Amendments to Equity Compensation Plans

Key Highlights from Form 8-K Filing

• Material Securities Purchase Agreement: On February 24, 2026, Brainstorm Cell Therapeutics Inc. (“the Company”) entered into a Securities Purchase Agreement with an accredited investor. This transaction involves the issuance and sale of securities, including Common Stock, Common Warrants, and Pre-Funded Warrants.
• Registration Requirements: The Company has committed to file a registration statement to register the resale of these securities by the investors within 45 calendar days after the date of the Purchase Agreement. They aim to have this registration statement declared effective within 181 days after closing, and will keep it effective until no purchaser owns any of the securities.
• Listing Commitment: The Company will use its best efforts to maintain the listing of its Common Stock and shares issuable upon exercise of the Warrants on the appropriate trading market (OTCQB Venture Market).
• Use of Proceeds: Net proceeds from this agreement will be used for working capital purposes, potentially supporting ongoing operations, research, and development.
• Customary Terms: The Purchase Agreement contains standard representations, warranties, covenants, closing conditions, indemnification, and other terms typical for such transactions.
• Exemption from Registration: The issuance and sale of these securities were made in reliance on exemptions from registration under Section 4(a)(2) of the Securities Act of 1933 and/or Regulation D.
• Amendments to Equity Plans: On February 26, 2026, the Board of Directors approved Amendment No. 6 to both the 2014 Stock Incentive Plan and the 2014 Global Share Option Plan. These amendments modify the terms of the Company’s equity incentive programs. The full text of these amendments and the original plans are available as exhibits to the 8-K filing.
• Emerging Growth Company Status: The Company indicated it is not an emerging growth company as defined under the Securities Act and Exchange Act rules.

Details Investors Need to Know

Securities Purchase Agreement

The Securities Purchase Agreement with an accredited investor represents a significant capital infusion for the Company. The agreement covers the sale and potential registration of Common Stock, Common Warrants, and Pre-Funded Warrants—financial instruments that could result in future dilution of existing shareholders if exercised. The Company’s commitment to register the resale of these securities, and to maintain the listing of its stock, directly impacts liquidity and transparency for investors.

This transaction is price sensitive: The issuance of new shares and warrants, and the subsequent registration for resale, could lead to increased trading activity, potential dilution, and changes in share price. Investors should monitor the timeline for registration and effectiveness, as new shares entering the market may impact supply and price dynamics.

Amendments to Equity Compensation Plans

The approval of Amendment No. 6 to the 2014 Stock Incentive Plan and the 2014 Global Share Option Plan is noteworthy. These amendments may expand or alter the terms under which management, directors, and other personnel receive stock options and share-based compensation. The amendments are incorporated into the 8-K filing, and shareholders can access the full details via referenced exhibits.

Potential Impact: Changes to equity plans can affect the Company’s ability to attract and retain key talent, but also may increase the number of shares outstanding if new options are granted or exercised. This is a point of interest for shareholders concerned with dilution and corporate governance.

Other Regulatory and Financial Information

• The Company’s Common Stock (\$0.00005 par value) trades on the OTCQB Venture Market under the symbol “BCLI.”
• Brainstorm Cell Therapeutics Inc. has confirmed compliance with Sarbanes-Oxley Act requirements, maintains robust internal controls, and has filed all necessary SEC reports for the past two years.
• There have been no material adverse events or undisclosed liabilities since the date of the most recent audited financial statements, aside from ordinary business operations and the issuance of securities covered by this agreement.
• The Company possesses all necessary regulatory permits to operate, and has not been subject to any trading suspensions or regulatory actions that would materially affect its operations.

Shareholder Considerations

• Potential Dilution: The issuance of new shares, warrants, and pre-funded warrants—especially if exercised—may dilute existing shareholders’ equity.
• Liquidity: Registration of resale securities may increase trading liquidity, but also introduce volatility as new shares are sold into the market.
• Corporate Governance: Amendments to equity plans can affect executive compensation and the Company’s ability to incentivize key personnel.
• Regulatory Compliance: The Company has demonstrated ongoing compliance with SEC reporting and Sarbanes-Oxley requirements, which supports investor confidence.

Conclusion

The Form 8-K filing by Brainstorm Cell Therapeutics Inc. reveals a major capital transaction and updates to equity compensation plans. Both actions are significant and may influence share price, trading liquidity, and company governance. Shareholders are encouraged to review the full text of the agreements and amendments (available as exhibits to the SEC filing) and monitor subsequent filings for updates on registration and the impact of these new securities.

Disclaimer: This article is for informational purposes only and does not constitute investment advice or a recommendation to buy or sell any securities. Investors should conduct their own due diligence and consult with financial advisors before making investment decisions based on this information.

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