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BrainStorm (NASDAQ: BCLI) taps ex-FDA leader to steer NurOwn trial

(Moderate)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BrainStorm Cell Therapeutics reports significant leadership and compensation changes. The board appointed director Peter Pitts as Executive Chairman and Chief Strategic Regulatory and Policy Officer, granting him stock options for 900,000 common shares; he will not receive base salary, cash bonus, or director compensation. One-fourth of this option vests on July 24, 2027, with the remainder vesting in equal monthly installments over the following three years.

Professor Jacob Frenkel resigned as chairman and director, will serve as an advisor under a consulting agreement, and received 100,000 restricted stock units vesting in two tranches through April 24, 2027, along with accelerated vesting and extended exercise periods for his options; his resignation was not due to any disagreement. Executive Vice President and Chief Medical Officer Ibrahim Dagher resigned and will consult for one year under an agreement that treats his service as continued employment for equity awards and, upon successful completion, fully vests his outstanding equity and extends option exercise periods. A company press release highlights Pitts’s role in leading the planned NurOwn Phase 3b ALS trial under an FDA Special Protocol Assessment.

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Pitts stock option grant 900,000 shares Stock option to purchase common stock as Executive Chairman and Chief Strategic Regulatory and Policy Officer
Frenkel RSU award 100,000 shares Restricted stock units granted in connection with consulting agreement after resignation as chairman and director
Pitts option initial vesting date July 24, 2027 One-fourth of the Pitts stock option vests on this date
Dagher consulting term one year Duration of consulting agreement following resignation as Executive Vice President and Chief Medical Officer
Special Protocol Assessment regulatory
"Phase 3b trial for NurOwn under an FDA Special Protocol Assessment"
A special protocol assessment is a formal, written agreement between a drug or device developer and a health regulator about the design, size and analysis plans of a pivotal clinical trial or study. It matters to investors because it reduces regulatory uncertainty—like getting a signed blueprint before building—by signaling that if the study follows the agreed plan and meets its goals, the regulator is unlikely to reject the results solely for design reasons, though it does not guarantee approval.
Orphan Drug designation regulatory
"NurOwn has received Orphan Drug designation from the FDA and EMA"
Orphan drug designation is a special status given to medicines developed to treat rare diseases affecting only a small number of people. This status often provides benefits like faster approval processes and financial incentives, making it more attractive for companies to develop these drugs. For investors, it signals potential for exclusive market rights and reduced competition, which can impact the drug’s profitability.
restricted stock units financial
"award of restricted stock units covering 100,000 shares"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
autologous mesenchymal stem cells medical
"NurOwn platform uses autologous mesenchymal stem cells to produce cells"

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FAQ

What leadership changes did BrainStorm Cell Therapeutics (BCLI) announce?

BrainStorm appointed Peter Pitts as Executive Chairman and Chief Strategic Regulatory and Policy Officer, while Professor Jacob Frenkel resigned as chairman and director to become Senior Advisor and Ibrahim Dagher resigned as Executive Vice President and Chief Medical Officer to serve as a consultant.

What are the key terms of Peter Pitts’s stock option grant at BCLI?

Peter Pitts received a stock option for 900,000 shares of common stock. One-fourth vests on July 24, 2027, with the remaining shares vesting in equal monthly installments over the next three years, and he will not receive salary, cash bonus, or director fees.

How is Professor Jacob Frenkel’s role and compensation changing at BrainStorm (BCLI)?

Professor Jacob Frenkel resigned as chairman and director and will serve as an advisor under a consulting agreement. He received 100,000 RSUs, vesting half on October 24, 2026 and half on April 24, 2027, plus accelerated equity vesting and extended option exercise periods.

What are the main terms of Ibrahim Dagher’s consulting agreement with BCLI?

After resigning as Executive Vice President and Chief Medical Officer, Ibrahim Dagher will consult for one year. During this term, service counts as continued employment for equity awards, which will fully vest at the end if he complies, with extended post-termination option exercise periods.

What is NurOwn and what regulatory status has it received according to BCLI?

NurOwn is BrainStorm’s lead investigational therapy for amyotrophic lateral sclerosis (ALS), based on autologous mesenchymal stem cells. It has received Orphan Drug designation from both the U.S. Food and Drug Administration and the European Medicines Agency, and completed a Phase 3 trial in ALS.

What is notable about the planned NurOwn Phase 3b trial mentioned by BCLI?

The planned Phase 3b NurOwn trial in ALS will proceed under an FDA Special Protocol Assessment. BrainStorm notes this is the first SPA ever granted for an ALS therapeutic candidate, and Executive Chairman Peter Pitts will lead the clinical-regulatory strategy for this study.
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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): July 24, 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(g) 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 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

 

Appointment of Executive Chairman and Chief Strategic Regulatory Officer

 

On July 24, 2026, the Board of Directors (the “Board”) of Brainstorm Cell Therapeutics Inc. (the “Company”) appointed Peter Pitts, a member of the Board, as Executive Chairman of the Board and Chief Strategic Regulatory Officer.

 

In connection with his appointment, Mr. Pitts and the Company entered into an offer letter dated July 24, 2026 (the “Offer Letter”), which provides a stock option grant to purchase 900,000 shares of the Company’s common stock (the “Pitts Stock Option”), as evidenced by a Stock Option Grant Notice of the same date, and he will not be eligible to receive any base salary or cash bonus or participate in the director compensation program. The Pitts Stock Option generally vests with respect to one-fourth of the total shares on July 24, 2027, with the remaining shares vesting in equal monthly installments over the next three years.

 

The information regarding Mr. Pitts previously disclosed in the Company’s Current Report on Form 8-K filed on May 28, 2026, in connection with his appointment as a director, remains accurate. There have been no transactions since that time that would require disclosure under Item 404(a) of Regulation S-K.

 

The foregoing description of the Offer Letter and Stock Option Grant Notice does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Executive Chairman Resignation and Transition to Consultant

 

Jacob Frenkel, Ph.D., resigned as Chairman of the Board and as a director on July 24, 2026. In recognition of Dr. Frenkel’s prior service and significant contributions to the Company, the Board approved: (i) the acceleration of the vesting of Dr. Frenkel’s outstanding stock options and restricted stock units; and (ii) an extension of the post-termination exercise period for each of Dr. Frenkel’s outstanding and vested stock options until the earlier of (x) the second anniversary of the effective date of his resignation from the Board or (y) the expiration of the stated maximum term of the applicable stock option.

 

Dr. Frenkel will transition to an advisory role effective immediately to assist with the transition of chairman duties, pursuant to a Consulting Agreement (the “Frenkel Consulting Agreement”). Dr. Frenkel received an award of restricted stock units covering 100,000 shares of the Company’s common stock (the “Frenkel RSUs”) on July 24, 2026 in accordance with the Frenkel Consulting Agreement and a Restricted Stock Unit Grant Notice of the same date. Half the Frenkel RSUs vest on October 24, 2026 and the remaining half vest on April 24, 2027.

 

Dr. Frenkel’s resignation was not the result of any disagreement with the Company on any matter relating to operations, policies, or practices.

 

The foregoing description of the Frenkel Consulting Agreement and RSU Grant Notice does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

 

Departure of Executive Vice President and Chief Medical Officer

 

On July 26, 2026, Ibrahim B. Dagher, MD, Executive Vice President and Chief Medical Officer of the Company, resigned from his positions with the Company, effective immediately. In connection with his departure, Dr. Dagher will transition to a consulting role effective immediately to assist the Company with the transition of his duties as Chief Medical Officer, pursuant to a Consulting Agreement (the “Dagher Consulting Agreement”). Pursuant to the Dagher Consulting Agreement, while Dr. Dagher provides services thereunder, the Company will treat such services as “continued employment” for the purposes of any outstanding Company equity awards held by Dr. Dagher. The Dagher Consulting Agreement has a term of one year, and at the conclusion of the term, if Dr. Dagher remains in compliance with his obligations thereunder, (i) all outstanding and unvested equity awards held by Dr. Dagher as of immediately prior to that date will vest in full, and (ii) the post-termination exercise period for each of Dr. Dagher’s outstanding and vested stock options will be extended until the earlier of (x) the second anniversary of the conclusion of the Dagher Consulting Agreement, or (y) the expiration of the stated maximum term of the stock option.

 

 

 

 

The foregoing description of the Dagher Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.5, to this Current Report on Form 8-K and incorporated herein by reference.

 

Item 7.01 Regulation FD Disclosure.

 

The Company issued a press release on July 28, 2026, regarding Mr. Pitts’s appointment as Executive Chairman of the Board and Chief Strategic Regulatory Officer, and Dr. Frenkel’s resignation. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.

 

Such press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.

 

 

 

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Offer Letter dated July 24, 2026, between Brainstorm Cell Therapeutics Inc. and Peter Pitts.
10.2   Stock Option Grant Notice dated July 24, 2026, between Brainstorm Cell Therapeutics Inc. and Peter Pitts.
10.3   Consulting Agreement dated July 24, 2026, between Brainstorm Cell Therapeutics Inc. and Jacob Frenkel, Ph.D.
10.4   Restricted Stock Unit Grant Notice dated July 24, 2026, between Brainstorm Cell Therapeutics Inc. and Jacob Frenkel, Ph.D.
10.5   Consulting Agreement dated July 26, 2026, between Brainstorm Cell Therapeutics, Inc. and Ibrahim Dagher, MD.
99.1   Press Release issued by Brainstorm Cell Therapeutics Inc. on July 28, 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: July 30, 2026 By: /s/ Chaim Lebovits
    Chaim Lebovits
    President and Chief Executive Officer

 

 

 

 

Exhibit 99.1

 

BrainStorm Appoints Former FDA Associate Commissioner Peter J. Pitts as Executive Chairman

 

Professor Jacob Frenkel Transitions to Senior Advisor

 

Peter J. Pitts to lead NurOwn® into Phase 3b trial; advancing under the first Special Protocol Assessment ever granted for an ALS therapeutic candidate

 

NEW YORK, NY – July 28, 2026 - BrainStorm Cell Therapeutics Inc. (OTCQB: BCLI), a leading developer of innovative autologous cellular therapies for highly debilitating neurodegenerative diseases, today announced a major strategic expansion of its executive leadership team.

 

Peter J. Pitts, co-founder of the Center for Medicine in the Public Interest and former FDA Associate Commissioner, has been named Executive Chairman and Chief Strategic Regulatory and Policy Officer. In his new capacity, Mr. Pitts will assume immediate leadership over BrainStorm’s daily strategic operations, corporate partnerships, investor engagements, and clinical-regulatory pathways. His primary mandate is to drive the upcoming Phase 3b trial for NurOwn® under an active FDA Special Protocol Assessment (SPA) agreement. This is the first SPA ever granted for an ALS therapeutic candidate.

 

Professor Jacob Frenkel, who has anchored BrainStorm’s leadership since joining its advisory board in 2007 alongside the late Harvey Krueger and served as Board Chairman since 2020, will transition into the role of Senior Advisor. Professor Frenkel initiated this succession plan to transition board leadership to an active, daily executive as the company enters its late-stage clinical execution phase.

 

"Securing a leader of Peter’s global caliber and deep FDA experience to manage our daily operations transforms our strategic position," said Chaim Lebovits, President and CEO of BrainStorm. "As we enter high-stakes corporate partnership and institutional investor discussions, having a former senior FDA official directly overseeing our regulatory and financial strategy dramatically enhances our operational capabilities."

 

"BrainStorm is advancing a validated, significantly de-risked clinical asset with a clear regulatory blueprint," said Peter J. Pitts, incoming Executive Chairman. "I am coming 'all in' because the science behind NurOwn is compelling and the patient need in ALS is urgent."

 

Chaim Lebovits, President and CEO of BrainStorm, added: "On behalf of the entire Board of Directors, I want to express our deepest gratitude to Professor Frenkel for his vision, dedication, and steadfast leadership over these many years. His guidance has been instrumental in bringing BrainStorm to this pivotal moment, and we are delighted that he will continue to support the company as Senior Advisor."

 

 

Professor Jacob Frenkel added: "Having steered BrainStorm for two decades since its early advisory days to the launch preparation of this important late-stage trial, I am pleased to pass the torch of board leadership to Mr. Pitts. His willingness to step into an active executive role provides the ideal catalyst for my transition, and I look forward to supporting Mr. Lebovits and Mr. Pitts in this next exciting chapter for the company."

 

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 to produce neurotrophic factor-secreting cells, designed to deliver targeted biological signals that modulate neuroinflammation and promote neuroprotection.

 

NurOwn® is BrainStorm’s lead investigational therapy for amyotrophic lateral sclerosis and has received Orphan Drug designation from both the U.S. Food and Drug Administration and the European Medicines Agency. A Phase 3 trial in ALS has been completed, and a Phase 3b trial is set to launch under a Special Protocol Assessment agreement with the FDA - the first SPA ever granted for an ALS therapeutic candidate. 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, the Special Protocol Assessment, the clinical development of NurOwn® as a therapy for ALS, the future availability of NurOwn® to patients, and the future success of BrainStorm Cell Therapeutics. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements are based on BrainStorm’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Readers should not place undue reliance on forward-looking statements. BrainStorm does not assume any obligation to update forward-looking statements except as required by law.

 

Contacts

 

Investors:

Michael Wood

LifeSci Advisors

+1 646-597-6983

mwood@lifesciadvisors.com

 

Media:

Uri Yablonka

Chief Business Officer

+1 917-284-2911

uri@brainstorm-cell.com

 

SOURCE: BrainStorm Cell Therapeutics Inc.

 

 

Filing Exhibits & Attachments

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