BrainStorm Cell Therapeutics Announces Aggregate of $400,000 in Private Placements Priced at Premium to Market

Rhea-AI Summary

BrainStorm Cell Therapeutics (OTCQB:BCLI) entered into May 2026 private placement agreements generating $400,000 in gross proceeds, priced at $0.95 per share, a 37.6% premium to the prior close of $0.69. Investors receive 120% warrant coverage at a $1.45 exercise price with a five-year term.

Two placements totaling $200,000 closed May 11, 2026, and the final one closed May 18, 2026. These transactions follow a $2.0 million February 2026 raise, bringing H1 2026 capital raises to $2.4 million, which management aims to use as bridge financing ahead of the planned Phase 3b ENDURANCE trial.

Positive

• H1 2026 capital raises total $2.4 million
• May 2026 placement priced 37.6% above prior market close
• Investors granted warrants with higher $1.45 exercise price versus February’s $1.00
• Five-year warrants and equity raise extend cash runway ahead of Phase 3b trial

Negative

• Equity issuance plus 120% warrant coverage adds potential future shareholder dilution
• Management notes Phase 3b ENDURANCE trial will require substantially larger capital than raised to date

News Market Reaction – BCLI

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In the May 19 session, BCLI gained 3.54%, reflecting a moderate positive market reaction.

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$2.4 Million in H1 2026 Capital Raises Ahead of Phase 3b ENDURANCE Trial

NEW YORK, May 19, 2026 /PRNewswire/ --  May 19, 2026 – BrainStorm Cell Therapeutics Inc. (OTCQB: BCLI), a leading developer of adult stem cell therapies for neurodegenerative diseases, today announced that in May it entered into definitive agreements for a private placement yielding gross proceeds of $400,000.

Transaction Highlights and Premium Pricing:

The transactions were priced at $0.95 per share, representing a 37.6% premium over the previous day's closing price of $0.69. Investors will also receive 120% warrant coverage with an exercise price of $1.45 per share and a five-year term from the date of issuance. Two of the private placements for an aggregate of $200,000 in gross proceeds closed on May 11, 2026; the final May private placement closed on May 18, 2026.

This tactical financing builds upon BrainStorm's $2.0 million capital raise in February 2026 (priced at $0.60 per share with warrants at $1.00). The Company believes the sequential increase in both the share price ($0.60 to $0.95) and the warrant strike price ($1.00 to $1.45) reflects the market's growing recognition of the company's reduced risk profile and long-term trajectory.

Management Commentary

"The investor confidence reflected in this transaction speaks directly to the strength of our scientific foundation and future potential of NurOwn®," said Chaim Lebovits, President and CEO of BrainStorm. "While the total capital required for our Phase 3b Endurance trial is substantially larger, these high-premium placements serve the tactical purpose of extending our runway and supporting our regulatory momentum without subjecting shareholders to unnecessary dilution at current market levels." 

Mr. Lebovits continued: "As we look ahead to the funds needed for the Endurance trial, we are actively pursuing a range of strategic options, including non-dilutive structures. By securing this bridging capital at a premium now, we protect our capital structure and strengthen our negotiating position with potential future investors."

About NurOwn®

The NurOwn® technology platform (autologous MSC-NTF cells) represents a promising investigational therapeutic approach to targeting disease pathways important in neurodegenerative disorders. MSC-NTF cells are produced from autologous, bone marrow-derived mesenchymal stem cells (MSCs) that have been expanded and differentiated ex vivo. MSCs are converted into MSC-NTF cells by growing them under patented conditions that induce the cells to secrete high levels of neurotrophic factors (NTFs). Autologous MSC-NTF cells are designed to effectively deliver multiple NTFs and immunomodulatory cytokines directly to the site of damage to elicit a desired biological effect and ultimately slow or stabilize disease progression.

About BrainStorm Cell Therapeutics Inc.

BrainStorm Cell Therapeutics Inc. (OTCQB: BCLI) is a leading developer of autologous adult stem cell therapies for debilitating neurodegenerative diseases. The company's proprietary NurOwn® platform uses autologous mesenchymal stem cells (MSCs) to produce neurotrophic factor-secreting cells (MSC-NTF cells), designed to deliver targeted biological signals that modulate neuroinflammation and promote neuroprotection. NurOwn® is BrainStorm's lead investigational therapy for amyotrophic lateral sclerosis (ALS) and has received Orphan Drug designation from both the U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA). A Phase 3 trial in ALS (NCT03280056) has been completed, and a second Phase 3b trial is set to launch under a Special Protocol Assessment (SPA) agreement with the FDA. The NurOwn clinical program has generated valuable insights into ALS disease biology, including pharmacogenomic response associated with the UNC13A genotype, biomarker data collected at seven longitudinal time points, and a comprehensive analysis of the "Floor Effect" - a critical challenge in measuring clinical outcomes in advanced ALS. BrainStorm has published its findings in multiple peer-reviewed journals. In addition to ALS, BrainStorm has completed a Phase 2 open-label multicenter trial (NCT03799718) of MSC-NTF cells in progressive multiple sclerosis (MS), supported by a grant from the National MS Society. BrainStorm is also advancing a proprietary, allogeneic exosome-based platform designed to deliver therapeutic proteins and nucleic acids. The company recently received a Notice of Allowance from the U.S. Patent and Trademark Office for a foundational patent covering its exosome technology, further strengthening BrainStorm's growing IP portfolio in this emerging area of regenerative medicine. To learn more, visit www.brainstorm-cell.com.

Notice Regarding Forward-Looking Statements

This press release contains "forward-looking statements" that are subject to substantial risks and uncertainties, including statements regarding meetings with the U.S. Food and Drug Administration (FDA), Special Protocol Assessment (SPA), the clinical development of NurOwn as a therapy for the treatment of ALS, the future availability of NurOwn to patients, and the future success of BrainStorm. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as "anticipate," "believe," "contemplate," "could," "estimate," "expect," "intend," "seek," "may," "might," "plan," "potential," "predict," "project," "target," "aim," "should," "will," "would," or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on BrainStorm's current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. These potential risks and uncertainties include, without limitation, management's ability to successfully achieve its goals, BrainStorm's ability to raise additional capital, BrainStorm's ability to continue as a going concern, prospects for future regulatory approval of NurOwn, whether BrainStorm's future interactions with the FDA will have productive outcomes, and other factors detailed in BrainStorm's annual report on Form 10-K and quarterly reports on Form 10-Q available at http://www.sec.gov. These factors should be considered carefully, and readers should not place undue reliance on BrainStorm's forward-looking statements. The forward-looking statements contained in this press release are based on the beliefs, expectations, and opinions of management as of the date of this press release. We do not assume any obligation to update forward-looking statements to reflect actual results or assumptions if circumstances or management's beliefs, expectations or opinions should change, unless otherwise required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

CONTACTS

Investors:
Michael Wood
Phone: +1 646-597-6983
mwood@lifesciadvisors.com

Media:
Uri Yablonka, Chief Business Officer
Phone: +1 917-284-2911
uri@brainstorm-cell.com

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SOURCE Brainstorm Cell Therapeutics Ltd.

FAQ

What did BrainStorm Cell Therapeutics (OTCQB:BCLI) announce about its May 2026 private placements?

BrainStorm announced May 2026 private placements raising $400,000 in gross proceeds. According to BrainStorm, the shares were priced at $0.95 with 120% warrant coverage at a $1.45 exercise price and a five-year term.

At what premium was the May 2026 BCLI private placement priced?

The May 2026 BCLI private placement was priced at a 37.6% premium to market. According to BrainStorm, shares were sold at $0.95, compared with the previous day’s closing price of $0.69, signaling investor willingness to pay above-market levels.

How much capital has BrainStorm Cell Therapeutics (BCLI) raised in H1 2026?

BrainStorm has raised a total of $2.4 million in H1 2026. According to BrainStorm, this includes a $2.0 million February 2026 financing and the additional $400,000 from May private placements to support upcoming development needs.

How do the May 2026 BCLI financing terms compare with the February 2026 raise?

The May financing carried higher share and warrant strike prices than February’s round. According to BrainStorm, share pricing rose from $0.60 to $0.95 and warrant strike prices increased from $1.00 to $1.45 between the two raises.

What are the warrant terms in BrainStorm’s May 2026 BCLI private placement?

Investors receive 120% warrant coverage with a five-year term in the May deal. According to BrainStorm, each warrant has an exercise price of $1.45 per share, potentially adding future capital if exercised over the warrant lifetime.

How will the May 2026 BCLI capital raise support the Phase 3b ENDURANCE trial?

The May capital raise is intended as tactical bridge financing rather than full trial funding. According to BrainStorm, the proceeds help extend runway and regulatory momentum ahead of the Phase 3b ENDURANCE trial, which will require substantially larger capital.