[8-K] Brainstorm Cell Therapeutics Inc. Reports Material Event

Rhea-AI Filing Summary

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.

Positive

• Auditor ratification (3,346,891 votes FOR) maintains continuity with a Big-4 network firm, supporting financial oversight.
• Re-election of all seven directors ensures leadership stability and strategic consistency.

Negative

• Approval of 2,000,000 additional incentive shares raises the reserve to 2,906,666, creating potential dilution of approximately 221%.
• Clearance to issue shares upon warrant exercise exceeding 20% of outstanding stock could further dilute existing shareholders.
• Significant shareholder opposition (32% AGAINST) to share-reserve expansion indicates governance friction.

Insights

Financial Analyst

TL;DR: Equity pool enlarged; potential dilution balanced by governance continuity—overall neutral.

The share-reserve increase (+2 M shares) and approval to issue >20% via a warrant expand Brainstorm’s financing and incentive flexibility but introduce dilution risk for existing holders. Re-election of directors and auditor ratification are routine and signal stability. With no operational or earnings data disclosed, the filing lacks immediate financial impact; valuation effects hinge on future share issuance timing and price. I classify the news as broadly neutral.

Corporate Governance Expert

TL;DR: Shareholder approvals advance incentive alignment yet raise dilution concerns—moderately negative governance signal.

From a governance standpoint, expanding the equity pool by 221% (906,666 → 2,906,666) is significant. While equity compensation aligns management and investor interests, the sizable increase—plus warrant capacity above the 20% Nasdaq threshold—shifts negotiation power toward the board. The close votes (approx. 68% in favor, 32% against for Plan amendments) reveal meaningful minority pushback. Continued auditor engagement with Deloitte’s Israeli affiliate is positive for oversight. Overall, I view the governance impact as slightly adverse due to dilution optics and shareholder dissent.

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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): June 25, 2025

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	NASDAQ Stock Market LLC (Nasdaq Capital Market)

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 Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Amendments to the 2014 Stock Incentive Plan and 2014 Global Share Option Plan

As described below, on June 25, 2025, Brainstorm Cell Therapeutics Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”), virtually via the internet, and the stockholders of the Company approved Amendment No. 5 to the 2014 Stock Incentive Plan, as amended, and Amendment No. 5 to the 2014 Global Share Option Plan, as amended (collectively, the “Amendments to the 2014 Plans”). The Amendments to the 2014 Plans amend each of the 2014 Stock Incentive Plan, as amended, and 2014 Global Share Option Plan, as amended, respectively (collectively, the “Original 2014 Plans”) to increase the shared pool of shares of the Company’s common stock, par value $0.00005 per share (the “Common Stock”) available for issuance under the Company’s Original 2014 Plans by 2,000,000 shares of Common Stock, resulting in a shared pool of 2,906,666 shares of Common Stock.

The Company’s officers and directors are among the persons eligible to receive awards under the Original 2014 Plans, as amended by the Amendments to the 2014 Plans, in accordance with the terms and conditions thereunder. A detailed summary of the Original 2014 Plans, as amended by the Amendments to the 2014 Plans, is set forth in Proposal No. 4 in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on May 16, 2025 (the “Proxy Statement”). Such detailed summary of the Original 2014 Plans, as amended by the Amendments to the 2014 Plans and the foregoing description of the Original 2014 Plans, as amended by the Amendments to the 2014 Plans, are qualified in their entirety by reference to the full text of the Original 2014 Plans and the Amendments to the 2014 Plans, copies of which are filed as Exhibits 10.1 through 10.12 to this Current Report on Form 8-K and are incorporated by reference herein.

Item 5.07    Submission of Matters to a Vote of Security Holders.

At the Annual Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the Proxy Statement. The following actions were taken at the Annual Meeting:

1. Stockholders elected the seven (7) nominees (listed below) for election to the Company’s Board to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal, based upon the following votes:

		Votes For		Votes Withheld		Broker Non-Votes
Dr. Irit Arbel		1,019,207		106,061		2,556,446
Dr. Menghisteab Bairu		988,227		137,041		2,556,446
Dr. Jacob Frenkel		1,043,878		81,390		2,556,446
Nir Naor		958,146		167,122		2,556,446
Dr. Anthony Polverino		1,046,623		78,645		2,556,446
Uri Yablonka		956,788		168,480		2,556,446
Dr. Stacy Lindborg		1,055,967		69,301		2,556,446

2. Stockholders approved the proposal to ratify the appointment of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025, based upon the following votes:

Votes For		Votes Against		Abstentions		Broker Non-Votes
3,346,891		315,162		19,661		0

3. Stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s Common Stock, issuable upon the exercise of the Common Warrant in an amount equal to or in excess of twenty percent (20%) of the shares of the Company’s Common Stock outstanding immediately prior to the issuance of such warrant, based upon the following votes:

Votes For		Votes Against		Abstentions		Broker Non-Votes
874,965		236,549		13,754		2,556,446

4. Stockholders approved amendments to the Company’s Original 2014 Plans to increase the shared pool of shares available for issuance under the Original 2014 Plans by 2,000,000 shares from 906,666 shares to 2,906,666 shares based upon the following votes:

Votes For		Votes Against		Abstentions		Broker Non-Votes
758,668		362,809		3,791		2,556,446

Item 9.01    Financial Statements and Exhibits.

(d): Exhibits:

Exhibit No.	Description
10.1	Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan, incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K (File No. 000-54365) filed August 15, 2014.
10.2	Amendment No. 1 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan, incorporated by reference to Appendix A of the Definitive Proxy Statement on Schedule 14A (File No. 000-36641) filed May 11, 2016.
10.3	Amendment No. 2 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan, incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K (File No. 001-36641) filed November 30, 2018.
10.4	Amendment No. 3 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan, incorporated by reference to Appendix A of the Definitive Proxy Statement on Schedule 14A (File No. 001-36641) filed October 1, 2020.
10.5	Amendment No. 4 to Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan, incorporated by reference to Exhibit 10.1 of Current Report on Form 8-K (File No. 001-36641) filed September 16, 2024.
10.6*	Amendment No. 5 to Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan.
10.7	Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan, incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K (File No. 000-54365) filed August 15, 2014.
10.8	Amendment No. 1 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan, incorporated by reference to Appendix B of the Definitive Proxy Statement on Schedule 14A (File No. 000-36641) filed May 11, 2016.
10.9	Amendment No. 2 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan, incorporated by reference to Exhibit 10.2 of Current Report on Form 8-K (File No. 001-36641) filed November 30, 2018.
10.10	Amendment No. 3 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan, incorporated by reference to Appendix A of the Definitive Proxy Statement on Schedule 14A (File No. 001-36641) filed October 1, 2020.
10.11	Amendment No. 4 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan, incorporated by reference to Exhibit 10.10 of Current Report on Form 8-K (File No. 001-36641) filed September 16, 2024.
10.12*	Amendment No. 5 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan.
104	Cover Page Interactive Data File (formatted as inline XBRL and contained in Exhibit 101)

* Filed herewith.

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: June 25, 2025	By:	/s/ Chaim Lebovits
		Chaim Lebovits
		Chief Executive Officer

FAQ

What did BCLI shareholders approve regarding the 2014 Stock Incentive Plan?

They added 2,000,000 shares, lifting the shared pool to 2,906,666 common shares.

How did shareholders vote on the auditor for Brainstorm Cell Therapeutics?

Brightman Almagor Zohar & Co. was ratified with 3,346,891 FOR and 315,162 AGAINST.

Was the issuance of common stock under a warrant approved under Nasdaq Rule 5635(d)?

Yes, with 874,965 FOR, allowing issuance above 20% of current shares.

Did all BCLI director nominees get re-elected in 2025?

Yes, all seven nominees were re-elected; the highest vote FOR was 1,055,967.

What is the potential impact of the plan amendments on existing shareholders?

If fully granted and exercised, the additional 2 M shares would be dilutive to current ownership percentages.