Brainstorm Cell Therapeutics Announces $1 Million Strategic Financing at Premium to Market

Rhea-AI Summary

Brainstorm Cell Therapeutics (OTCQB:BCLI) announced a $1.0 million strategic private placement priced at $0.60 per share, a premium to the $0.54 close on Feb 9, 2026. The deal includes 120% warrant coverage exercisable at $1.00 for five years.

Funding is split into two tranches ($500,000 received; $500,000 due within 30 days). The company must file resale registration within 45 days and said proceeds will support regulatory work, prepayments for the planned Phase 3b NurOwn trial in ALS, and general corporate purposes. An 8-K was filed Feb 13, 2026.

Positive

• $1.0M private placement completed
• Common stock priced at $0.60, premium to market
• 120% warrant coverage with five-year strike at $1.00
• First tranche of $500,000 already received
• Phase 3b trial design finalized under SPA

Negative

• Warrant coverage 120% implies potential future dilution
• Second $500,000 tranche remains conditional within 30 days
• Warrants strike at $1.00 may pressure share volatility on outcome

NEW YORK, Feb. 20, 2026 /PRNewswire/ -- Brainstorm Cell Therapeutics Inc. (OTCQB: BCLI), a leading developer of adult stem cell therapies for neurodegenerative diseases, today announced it has entered into a definitive agreement for a strategic private placement of $1 million.

The financing was structured to reflect the company's current operational momentum and the underlying value of its NurOwn® platform.

Key Terms of the Financing:

• Premium Pricing: The common stock was priced at $0.60 per share, representing a significant premium to the $0.54 closing price on Monday, February 9, 2026, the date the transaction was finalized.       
• Warrant Structure: The investment includes 120% warrant coverage for five years with an exercise price of $1.00 per share. This strike price represents a nearly 100% premium to the recent market close, signaling a strong long-term valuation target from institutional partners.           
• Staged Funding: The financing is being completed in two tranches, with the first payment of $500,000 already received and the final payment of $500,000 scheduled for receipt within 30 days.  
• Registration Rights: The Company must file a registration statement registering the resale of the common stock and warrants within 45 days.

The financing follows a period of intense strategic activity for BrainStorm, as the company finalizes its Phase 3b trial design under a Special Protocol Assessment (SPA) and engages in high-level discussions regarding the pending Citizens Petition for Accelerated Approval.

"Securing this financing at a premium to the current market is a powerful vote of confidence in the trajectory of Brainstorm," said Chaim Lebovits, President and CEO of Brainstorm. "Our partners have recognized the immense potential of our regulatory and clinical path to advance NurOwn as an innovative treatment for ALS. The $1.00 warrant strike price, in particular, serves as a clear indicator of where we believe this company is headed as we make final preparations for our planned Phase 3b trial and continue our high-level engagement with regulatory authorities. We remain committed to the ALS patient community, the science and our targeted goal of commercializing NurOwn."

The company filed a Form 8-K regarding this transaction with the Securities and Exchange Commission on Friday, February 13, 2026.

Proceeds from the financing will be used to support ongoing regulatory initiatives, prepayments for the upcoming Phase 3b trial of NurOwn® in ALS, and general corporate purposes.

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 Inc.

FAQ

What are the key terms of Brainstorm (BCLI) $1 million financing announced Feb 20, 2026?

The financing is a private placement of $1.0 million priced at $0.60 per share. According to the company, it includes 120% warrant coverage exercisable at $1.00 for five years, split into two $500,000 tranches.

How much of the $1,000,000 financing has Brainstorm (BCLI) received and when is the remainder due?

Brainstorm has received the first $500,000 tranche already. According to the company, the final $500,000 payment is scheduled to be received within 30 days of the agreement date.

What do the 120% warrants at $1.00 mean for Brainstorm (BCLI) shareholders?

Warrant coverage of 120% means investors receive warrants equal to 120% of shares bought, exercisable at $1.00. According to the company, this structure increases potential dilution if warrants are exercised.

How will Brainstorm (BCLI) use proceeds from the $1 million financing?

Proceeds will support regulatory initiatives and prepayments for the planned Phase 3b NurOwn trial in ALS. According to the company, remaining funds are for general corporate purposes and ongoing regulatory engagement.

Did Brainstorm (BCLI) file any SEC disclosure about the financing and when?

Yes. The company filed a Form 8-K disclosing the transaction. According to the company, the 8-K was filed on February 13, 2026 in connection with the financing agreement.