[S-8] Brainstorm Cell Therapeutics Inc. Employee Benefit Plan Registration

Rhea-AI Filing Summary

On 3 July 2025, ContextLogic Inc. (ticker WISH) filed an 8-K announcing a Second Amended & Restated Agreement and Plan of Reorganization. The sole material change responds to Institutional Shareholder Services’ (ISS) recommendation that shareholders vote against the original proposal: the 4.9% Transfer Restrictions on post-reorganization stock will now expire no later than the third anniversary of the reorganization’s effectiveness. The revised definition is embedded in Article XIV of Easter Parent, Inc.’s certificate of incorporation.

The amendment, to be voted on at the 10 July 2025 Annual Meeting, will be deemed approved if shareholders vote “FOR” the Reorganization Proposal. No economic terms, consideration, or capital structure elements were modified. ContextLogic also intends to distribute additional shareholder communications (Exhibit 99.1) urging support.

Key investor takeaways

• The time-limited sunset directly removes ISS’s primary objection, increasing the likelihood of a favorable proxy-adviser recommendation and passage.
• Liquidity concerns are partially mitigated; holders may exceed 4.9% ownership after three years.
• The filing contains no new financial metrics; therefore near-term valuation remains unchanged.
• Full texts of the amended agreement (Exhibit 2.1) and certificate (Exhibit 3.1) are incorporated by reference.

Positive

• Transfer restrictions now automatically expire after three years, directly addressing ISS’s objection and improving likelihood of shareholder approval.
• Boards of all parties swiftly amended the agreement, demonstrating responsiveness to governance feedback and reducing execution risk.

Negative

• Ownership is still capped at 4.9% until the three-year sunset, which may deter strategic investors and limit liquidity in the near term.
• No additional financial or valuation data were provided, leaving investors without updated economic context for the reorganization.

Insights

Corporate Governance Expert

TL;DR Time-boxed transfer cap removes ISS hurdle, materially improving governance optics and passage odds—net positive, no financial dilution.

Detail: ISS’s “against” recommendation threatened the reorganization vote. By adding a hard three-year sunset, the board demonstrates responsiveness to shareholder-advisory concerns, aligning protective tax provisions with market-standard timelines. This should shift ISS (and Glass Lewis) to a neutral or supportive stance, materially increasing the probability that retail and indexed investors back the deal. Because no valuation terms changed, upside is chiefly in smoothing the transaction path rather than altering cash flows. Risk: transfer limits persist for three years, still constraining block accumulations and possibly depressing liquidity in the interim.

M&A Specialist

TL;DR Structural tweak is procedural; economic deal terms unchanged—impact modest but directionally positive.

The amendment is narrowly scoped, leaving consideration, exchange ratios, and strategic rationale intact. As such, deal economics and projected synergies stay neutral. However, mitigating governance friction lowers execution risk, a meaningful benefit in small-cap transactions where failed votes can be costly. No new cost disclosures or financing updates were provided, so overall investor value remains driven by previously disclosed metrics.

 

As filed with the Securities and Exchange Commission on July 3, 2025

Registration No. 333-       

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

 

 

BRAINSTORM CELL THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware	20-7273918
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

 

1325 Avenue of Americas, 28th Floor, New York, NY, 10019
(Address of Principal Executive Offices, Zip Code)

 

2014 Stock Incentive Plan

2014 Global Share Option Plan

(Full title of the plan)

 

Chaim Lebovits

President and Chief Executive Officer

Brainstorm Cell Therapeutics Inc.

1325 Avenue of Americas, 28th Floor

New York, NY 10019

(Name and address of agent for service)

 

(201) 488-0460

(Telephone number, including area code, of agent for service)

 

 

Copies to:

 

Mitchell S. Bloom, Esq.

Mayan Katz, Esq.

Goodwin Procter LLP

100 Northern Ave

Boston, Massachusetts 02210

(617) 570-1000

 

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	 	¨	 	Accelerated filer	 	¨
 	 		 		 
Non-accelerated filer	 	x	 	Smaller reporting company	 	x
 	 		 		 
 	 	 	 	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 7(a)(2)(B) of the Securities Act. ¨

 

 

 

EXPLANATORY NOTE

 

Pursuant to General Instruction E to Form S-8, this Registration Statement on Form S-8 (this “Registration Statement”) is being filed to register an additional 2,533,333 shares of common stock, par value $0.00005 per share (“Common Stock”), of Brainstorm Cell Therapeutics Inc. (the “Registrant”) reserved under the Registrant’s 2014 Stock Incentive Plan and the 2014 Global Share Option Plan, each as amended through June 25, 2025 (as amended, collectively, the “2014 Plans”), including (i) additional 533, 333 shares of Common Stock (as adjusted to reflect the reverse stock split effected in October 2024) reserved under the 2014 Plans pursuant to the amendments thereto adopted by the stockholders on September 16, 2024, and (ii) additional 2,000,000 shares of Common Stock reserved under the 2014 Plans pursuant to the amendments thereto adopted by the stockholders on June 25, 2025. This Registration Statement registers additional securities of the same class as other securities of the Registrant for which the registration statements filed on Form S-8 relating to the 2014 Plans (File No. 333-198391, File No. 333-213714, File No. 333-228981 and File No. 333-261598) of the Registrant are effective. The information contained in the Registrant’s registration statements on Form S-8 relating to the 2014 Plans (File No. 333-198391, File No. 333-213714, File No. 333-228981 and File No. 333-261598) is hereby incorporated by reference pursuant to General Instruction E of Form S-8, except with respect to Item 8. Exhibits thereof.

 

 

 

Part II

 

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

 

 

Item 8. Exhibits.

 

The exhibits listed on the Exhibit Index immediately preceding such exhibits are filed as part of this Registration Statement, and the contents of the Exhibit Index are incorporated herein by reference.

 

EXHIBIT INDEX

 

 

 

 

 

 

 

Incorporated by Reference

Exhibit Number

 

Exhibit Description

 

Filed Herewith

 

Form

 

SEC File / Registration Number

 

 

 

Exhibit

 

Filing Date

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4.1

 

Certificate of Incorporation of Brainstorm Cell Therapeutics Inc.

 

 

 

Definitive Schedule 14A

 

333-61610

 

 

 

Appendix B

 

11/20/2006

4.2

 

Certificate of Amendment of Certificate of Incorporation of Brainstorm Cell Therapeutics Inc. dated September 15, 2014.

 

 

 

8-K

 

000-54365

 

 

 

3.1

 

09/16/2014

4.3

 

Certificate of Amendment of Certificate of Incorporation of Brainstorm Cell Therapeutics Inc. dated August 31, 2015.

 

 

 

8-K

 

001-366641

 

 

3.1

 

09/04/2015

4.4

 

Certificate of Amendment of Certificate of Incorporation of Brainstorm Cell Therapeutics Inc., dated September 16, 2024.

 

 

 

8-K

 

001-366641

 

 

 

3.1

 

09/16/2024

4.5

 

Certificate of Amendment of Certificate of Incorporation of Brainstorm Cell Therapeutics Inc., dated September 30, 2024.

 

 

 

8-K

 

001-366641

 

 

 

3.1

 

10/01/2024

4.6

 

ByLaws of Brainstorm Cell Therapeutics Inc.

 

 

 

 Definitive Schedule 14A

 

333-61610

 

 

 

Appendix C

 

11/20/2006

4.7

 

Amendment No. 1 to ByLaws of Brainstorm Cell Therapeutics Inc., dated as of March 21, 2007.

 

 

 

8-K

 

333-61610

 

 

 

3.1

 

03/27/2007

4.8

 

Amendment No. 2 to the Bylaws of Brainstorm Cell Therapeutics Inc., dated as of April 20, 2025

 

 

 

8-K

 

333-61610

 

 

 

3.1

 

04/21/2025

5.1

 

Opinion of Goodwin Procter LLP

 

X

 

 

 

 

 

 

 

 

 

 

23.1

 

Consent of Goodwin Procter LLP (included in opinion of counsel filed as Exhibit 5.1)

 

X

 

 

 

 

 

 

 

 

 

 

23.2

 

Consent of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network.

 

X

 

 

 

 

 

 

 

 

 

 

24

 

Power of Attorney to file future amendments (set forth on the signature page of this Registration Statement)

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

99.1

 

Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan

 

 

 

8-K

 

000-54365

 

 

 

10.1

 

08/15/2014

99.2

 

Amendment No. 1 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan

 

 

 

Definitive Schedule 14A

 

000-36641

 

 

 

Appendix A

 

05/11/2016

99.3

 

Amendment No. 2 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan

 

 

 

8-K

 

000-36641

 

 

 

10.1

 

11/30/2018

99.4

 

Amendment No. 3 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan

 

 

 

Definitive Schedule 14A

 

000-36641

 

 

 

Appendix A

 

10/01/2020

99.5

 

Amendment No. 4 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan

 

 

 

8-K

 

000-36641

 

 

 

10.5

 

09/16/2024

99.6

 

Amendment No. 5 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan

 

 

 

8-K

 

000-36641

 

 

 

10.6

 

06/25/2025

99.7

 

Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan

 

 

 

8-K

 

000-54365

 

 

 

10.2

 

08/15/2014

99.8

 

Amendment No. 1 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan

 

 

 

Definitive Schedule 14A

 

000-36641

 

 

 

Appendix B

 

05/11/2016

99.9

 

Amendment No. 2 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan

 

 

 

8-K

 

000-36641

 

 

 

10.2

 

11/30/2018

99.10

 

Amendment No. 3 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan

 

 

 

Definitive Schedule 14A

 

000-36641

 

 

 

Appendix B

 

10/01/2020

99.11

 

Amendment No. 4 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan

 

 

 

8-K

 

000-36641

 

 

 

10.10

 

09/16/2024

99.12

 

Amendment No. 5 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan

 

 

 

8-K

 

000-36641

 

 

 

10.12

 

06/25/2025

107

 

Filing Fee table

 

X

 

 

 

 

 

 

 

 

 

 

 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of New York, State of New York, on July 3, 2025.

 

 	BRAINSTORM CELL THERAPEUTICS INC.
 	 	 
 	By:	/s/ Chaim Lebovits
 	 	Chaim Lebovits
 	 	President and Chief Executive Officer

 

Each person whose signature appears below constitutes and appoints Chaim Lebovits, Uri Yablonka and Alla Patlis, and each of them singly, his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him or her and in his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute may lawfully do or cause to be done by virtue hereof.

 

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

 

 

 

Name	 	Title	 	Date
 	 	 	 	 
/s/ Chaim Lebovits Chaim Lebovits	 	President and Chief Executive Officer (Principal Executive Officer)	 	July 3, 2025
 	 	 	 	 
/s/ Alla Patlis Alla Patlis	 	Interim Chief Financial Officer (Principal Financial and Accounting Officer)	 	July 3, 2025
 	 	 	 	 
/s/ Irit Arbel Irit Arbel	 	Director	 	July 3, 2025
 	 	 	 	 
/s/ Nir Naor Nir Naor	 	Director	 	July 3, 2025
 	 	 	 	 
/s/ Jacob Frenkel Jacob Frenkel	 	Director	 	July 3, 2025
 	 	 	 	 
/s/ Anthony Polverino Anthony Polverino	 	Director	 	July 3, 2025
 	 	 	 	 
/s/ Uri Yablonka Uri Yablonka	 	Director	 	July 3, 2025
 	 	 	 	 
/s/ Menghisteab Bairu Menghisteab Bairu	 	Director	 	July 3, 2025
 	 	 	 	 
/s/  Stacy Lindborg Stacy Lindborg	 	Director	 	July 3, 2025

 

 

FAQ

What did ContextLogic (WISH) change in the reorganization agreement?

The Board added a clause stating that the 4.9% ownership transfer restriction will expire no later than three years after the reorganization becomes effective.

Why was the amendment necessary?

Institutional Shareholder Services recommended voting against the deal because the transfer restriction had no sunset; the three-year limit removes that concern.

Does the amendment affect the economic terms of the deal?

No. The filing states that no valuation, consideration, or other economic provisions were altered.

When will shareholders vote on the revised proposal?

At the Annual Meeting scheduled for July 10, 2025.

What happens if shareholders approve the reorganization proposal?

Approval will also be deemed approval of the new "Expiration Date" definition; no further board action is required to implement it.

Where can investors read the full amended documents?

The Second A&R Agreement (Exhibit 2.1) and amended certificate (Exhibit 3.1) are available within the 8-K filing on the SEC’s EDGAR system.