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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):
February 9, 2026
Brainstorm Cell Therapeutics Inc.
(Exact name of registrant as specified in its
charter)
| Delaware |
|
001-36641 |
|
20-7273918 |
(State or other jurisdiction of
incorporation) |
|
(Commission File No.) |
|
(IRS Employer Identification No.) |
| 1325 Avenue of Americas, 28th Floor |
|
| New York, NY |
10019 |
| (Address of principal executive offices) |
(Zip Code) |
(201) 488-0460
(Registrant’s telephone number, including
area code)
N/A
(Former name or former address, if changed
since last report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section
12(b) of the Act:
| Title of each class |
Trading Symbol(s) |
Name of each exchange on which registered |
| Common Stock, $0.00005 par value |
BCLI |
OTCQB Venture Market
(OTCQB) |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
Item 1.01 Entry into a Material Definitive Agreement.
On February 9, 2026, Brainstorm Cell Therapeutics
Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase
Agreement”) with an accredited investor (the “Investor”), pursuant
to which the Company agreed to sell, in a private placement, shares of its common stock, par value $0.00005 per share (the “Common
Stock”), and, in lieu of shares as elected by an investor, pre-funded warrants to purchase Common Stock (the “Pre-Funded
Warrants). The transaction will occur in two closings. The aggregate subscription amount under the Purchase Agreement is $1,000,000,
consisting of $500,000 at the first closing and $500,000 at the second closing. The per share purchase price is $0.60 and the per Pre-Funded
Warrant purchase price is $0.60 less $0.0005, and each Pre-Funded Warrant has an exercise price of $0.00005 per share. The Investor may
elect to receive Pre-Funded Warrants in lieu of shares to manage beneficial ownership limitations of 4.99% (or, at the investor’s
election, 9.99%) immediately following the applicable closing. The Company will also issue to the investors common stock purchase warrants
(the “Common Warrants,” and together with the shares of Common Stock and Pre-Funded
Warrants sold, the “Securities”) exercisable for a number of shares equal
to 120% of the total number of shares and Pre-Funded Warrants purchased by the Investor, with an exercise price of $1.00 per share, subject
to adjustment. The shares, Warrants and Pre-Funded warrants will be delivered at each closing on a delivery-versus-payment basis.
The first closing occurred on February 9,
2026. The second closing is scheduled to occur 30 days after the first closing, subject to the terms and conditions of the Purchase Agreement.
The Company agreed to file a registration statement
to register the resale by the investors of the Securities as soon as practicable and in any event within 45 calendar days after the date
of the Purchase Agreement, to use commercially reasonable efforts to have such registration statement declared effective within 181 days
after the closing, and to keep the registration statement effective until no purchaser owns any of the Securities. The Company also agreed
to use its reasonable best efforts to maintain the listing of the Common Stock and the shares issuable upon exercise of the Common Warrants
and Pre-Funded Warrants on the applicable trading market.
Under the Purchase Agreement, the Company will
use the net proceeds for working capital purposes. The Purchase Agreement also contains customary representations, warranties, covenants,
closing conditions, indemnification, and other terms for transactions of this type.
The foregoing description of the Purchase Agreement,
the Common Warrants, and the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the
full text of such agreements, which are filed as exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and
incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The issuance and sale of the Securities described
in Item 1.01 above is hereby incorporated by reference into this Item 3.02, and was made in reliance upon the exemption from registration
provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. |
|
Description |
| 4.1 |
|
Form of Common Stock Purchase Warrant |
| |
|
|
| 4.2 |
|
Form of Pre-Funded Warrant |
| |
|
|
| 10.1 |
|
Securities Purchase Agreement, dated February 9, 2026 |
| |
|
|
| 104 |
|
Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
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.
| |
BRAINSTORM CELL THERAPEUTICS INC. |
| |
|
|
| Date: February 13, 2026 |
By: |
/s/ Chaim Lebovits |
| |
|
Chaim Lebovits |
| |
|
President and Chief Executive Officer |
