Brainstorm Cell Therapeutics I SEC Filings

Brainstorm Cell Therapeutics (BCLI) entered a Securities Purchase Agreement with Labrys Fund II, L.P. and issued a promissory note with $143,750 principal (including $18,750 original issue discount). The Company received $121,500 in funds after $3,500 in legal fees. The note is convertible upon an event of default into common stock at a 25% discount to the lowest trading price over the prior 20 trading days, subject to a 4.99% beneficial ownership limit.

Scheduled payments of $22,589 are due on May 11, June 10, July 10, August 10, September 10, and October 9, 2026, with the remaining balance due at maturity on November 10, 2026. The note and any conversion shares are being issued in a private placement exempt from registration under Section 4(a)(2). The Company also announced financial results for the quarter ended September 30, 2025 via a press release furnished as an exhibit.

Brainstorm Cell Therapeutics entered a securities purchase agreement with Vanquish Funding Group and issued a promissory note with $182,400 principal (including $22,400 original issue discount). The Company received $155,000 in funds after $5,000 in combined legal and due diligence fees.

The Note bears 12% interest, increasing to 22% if not timely paid, and matures on August 30, 2026. Scheduled payments are $102,144 on April 30, 2026 and $25,536 on each of May 30, 2026, June 30, 2026, July 30, 2026, and August 30, 2026. Upon an event of default, the Note is convertible into common stock at a 35% discount to the lowest trading price over the prior 10 trading days, subject to a 4.99% beneficial ownership limitation.

The agreement provides that, subject to further agreement between the parties, Vanquish may offer additional financing tranches over the next 12 months of up to $2,000,000 in aggregate. Conversion shares, if issued under the Note, are intended to be exempt from registration under Section 4(a)(2).

Nasdaq filed a Form 25 to remove the class of common stock of BrainStorm Cell Therapeutics, Inc. ("BCLI") from listing and/or registration under Section 12(b) of the Exchange Act. The filing identifies the Exchange as Nasdaq Stock Market LLC and lists the issuer's address and telephone number. The form references the regulatory provisions for withdrawal and states Nasdaq certifies it has reasonable grounds to file the Form 25 and that the required compliance steps have been followed.

The document does not disclose which specific rule provision was selected, the effective delisting date, the reason for removal, or whether the withdrawal is voluntary or initiated by the Exchange.

Brainstorm Cell Therapeutics Inc. (Nasdaq: BCLI) has filed a Form S-3 shelf registration statement dated June 25, 2025. The filing registers up to 2,762,766 shares of common stock that may be resold from time to time by a single Selling Stockholder. The shares correspond to an equal number of common stock purchase warrants (designated “Inducement Warrants”) issued in a private placement on April 1, 2025. These warrants carry a cash exercise price of $1.19 per share, marginally below the June 24, 2025 closing price of $1.23.

The company itself will not sell shares nor receive proceeds from any secondary sales. It will, however, receive up to $3.29 million of gross proceeds if the Selling Stockholder elects to exercise all warrants in cash. Management states that any such proceeds would be used for working capital and general corporate purposes.

Key structural details include: (i) filing made under Rule 415 allowing continuous or delayed resales; (ii) BCLI is classified as a non-accelerated filer and smaller reporting company; (iii) no automatic effectiveness—statement will become effective only upon SEC approval; and (iv) no additional securities beyond those underlying the Inducement Warrants are being registered.

Potential investor considerations appear in the prospectus: dilution risk from warrant conversion, possible market overhang from discretionary resale by the Selling Stockholder, and limited capital inflow tied solely to warrant exercise. The prospectus addresses standard sections such as Risk Factors, Plan of Distribution, and Use of Proceeds but does not include financial statements or earnings data in this portion of the filing.

Brainstorm Cell Therapeutics Inc. (NASDAQ: BCLI) filed a Form 8-K summarizing the results of its June 25, 2025 virtual Annual Meeting of Stockholders. Shareholders approved Amendment No. 5 to both the 2014 Stock Incentive Plan and the 2014 Global Share Option Plan, expanding the shared equity pool by 2,000,000 shares to a total of 2,906,666 shares. Company officers and directors remain eligible to receive awards under the enlarged pool.

All seven director nominees—Dr. Irit Arbel, Dr. Menghisteab Bairu, Dr. Jacob Frenkel, Nir Naor, Dr. Anthony Polverino, Uri Yablonka and Dr. Stacy Lindborg—were re-elected, with votes “FOR” ranging from 958,146 to 1,055,967 and 2,556,446 broker non-votes on each slate. Shareholders also ratified Deloitte-affiliate Brightman Almagor Zohar & Co. as independent auditor for FY-2025 (3,346,891 “FOR” versus 315,162 “AGAINST”).

In addition, investors approved (i) Nasdaq Rule 5635(d) clearance to issue shares underlying a Common Warrant potentially exceeding 20% of current outstanding shares (874,965 “FOR”) and (ii) the aforementioned share-reserve increase (758,668 “FOR”, 362,809 “AGAINST”). No financial statements were presented; the filing is limited to governance and equity-compensation matters. The new equity authorizations could be dilutive if fully exercised, but they provide the company with added flexibility to reward personnel and fund future growth initiatives.