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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.