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~~July 2516, 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 53.~~02.~~01 ~~Departure~~Notice of ~~Directors~~Delisting or ~~Certain~~Failure ~~Officers;~~to ~~Election~~Satisfy ofa ~~Directors;~~Continued ~~Appointment~~Listing ofRule ~~Certain~~or ~~Officers~~Standard; ~~Compensatory~~Transfer ~~Arrangements~~ of ~~Certain Officers~~Listing.

~~Amendments~~On toJuly 16, 2025, Brainstorm Cell Therapeutics Inc. (the ~~2014~~“Company”) was notified by The Nasdaq Stock ~~Incentive~~Market ~~Plan~~LLC (“Nasdaq”) that as a result of the Company’s previously disclosed noncompliance with Nasdaq Listing Rule 5550(b)(1), Nasdaq has determined to delist the Company’s common stock from the Nasdaq Capital Market and, ~~2014~~accordingly, ~~Global~~will ~~Share~~suspend trading in the Company’s common stock ~~Option~~effective ~~Plan~~at the open of trading on July 18, 2025.

~~As described~~The ~~below, on June 25, 2025, Brainstorm Cell Therapeutics Inc. (the “~~Company”) ~~held~~has ~~its~~applied ~~Annual Meeting of Stockholders (the “Annual Meeting”), virtually via the internet,~~ and ~~the~~been ~~stockholders of the Company~~ approved ~~Amendment No. 5~~ to ~~the 2014~~have ~~Stock~~its ~~Incentive~~common ~~Plan,~~stock asquoted ~~amended,~~on ~~and Amendment No. 5 to~~ the ~~2014~~OTC ~~Global~~Markets’ ~~Share~~OTCQB® ~~Option~~market ~~Plan~~tier, asan ~~amended~~electronic ~~(collectively,~~quotation ~~the~~service ~~“Amendments to~~operated ~~the~~by ~~2014~~OTC ~~Plans”).~~Markets ~~The Amendments to the 2014 Plans amend each of the 2014 Stock Incentive Plan, as amended, and 2014 Global Share~~Group ~~Option~~Inc. ~~Plan,~~for aseligible ~~amended,~~securities ~~respectively~~traded ~~(collectively,~~over the ~~“Original~~counter. ~~2014~~The ~~Plans”)~~Company toexpects ~~increase~~that ~~the~~trading ~~shared pool~~ of ~~shares of~~ the Company’s common stock, ~~par~~will ~~value~~commence on ~~$0.00005 per share (~~the ~~“Common~~OTCQB® ~~Stock”)~~market ~~available~~tier ~~for~~at ~~issuance under~~ the ~~Company’s Original~~open ~~2014~~of ~~Plans~~trading byon 2July 18,~~000,000~~ ~~shares of Common Stock~~2025, ~~resulting~~or inas asoon ~~shared~~as ~~pool~~possible ~~of 2~~thereafter,~~906,666~~ ~~shares~~under ofits ~~Common~~current ~~Stock~~trading symbol, BCLI.

The ~~Company’s~~transition ~~officers and directors are among the persons eligible~~ to ~~receive awards under~~ the ~~Original~~quotation ~~2014~~of ~~Plans, as amended by~~ the ~~Amendments to the 2014 Plans, in accordance with the terms and conditions~~Company’s ~~thereunder.~~common Astock ~~detailed~~on ~~summary of~~ the ~~Original~~OTC ~~2014~~Markets ~~Plans,~~will ashave ~~amended~~no byeffect ~~the~~on ~~Amendments to~~ the ~~2014 Plans, is set forth in Proposal No. 4 in the~~ Company’s ~~Definitive~~business ~~Proxy~~or ~~Statement~~operations. onThe ~~Schedule~~Company ~~14A~~will ~~for~~continue ~~the~~to ~~Annual~~file periodic ~~Meeting,~~and ~~which~~other ~~was~~required ~~filed~~reports with the ~~U.S.~~ Securities and Exchange Commission ~~on May 16, 2025~~ (the “~~Proxy Statement~~SEC”). ~~Such~~under ~~detailed summary of the Original 2014 Plans, as amended~~applicable byfederal ~~the~~securities ~~Amendments to the 2014 Plans and the foregoing description of the Original 2014 Plans~~laws, aswhich ~~amended~~will bybe ~~the~~available ~~Amendments~~on to the ~~2014 Plans,~~SEC’s ~~are qualified in their entirety by reference to the full text of the Original 2014 Plans and the Amendments to the 2014 Plans~~website, ~~copies~~ ~~of which are filed as Exhibits 10~~www.~~1 through 10~~SEC.~~12 to this Current Report on Form 8-K and are incorporated by reference herein~~gov.

~~Item 5.07 Submission~~Cautionary ofStatement ~~Matters~~Regarding toForward-Looking ~~a Vote of Security Holders.~~Statements

AtThis Current Report on Form 8-K includes forward-looking statements within the ~~Annual~~meaning ~~Meeting~~of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, the Company’s ~~stockholders~~expectation that it will commence trading ~~voted~~its common stock on the ~~proposals~~OTCQB® ~~set~~market ~~forth~~tier. ~~below~~In some cases, ~~each~~you can identify forward-looking statements by terminology such as “outlook,” “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve known and unknown risks, uncertainties and assumptions which ismay ~~described~~cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the important factors outlined under the caption “Risk Factors” in ~~greater~~the ~~detail~~Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025 and the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, as such factors may be updated from time to time in its other filings with the ~~Proxy~~SEC, ~~Statement~~which are available on the SEC’s website at www.sec.gov and the Investor Relations page of its website at https://ir.brainstorm-cell.com/. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The ~~following~~Company ~~actions~~has ~~were~~no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this Current ~~taken~~Report aton Form 8-K to reflect changes since the ~~Annual~~date ~~Meeting:~~of this Current Report on Form 8-K, except as may be required by law.

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~~	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.
99.1		Press Release issued by the Company on July 17, 2025.
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.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)
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
Date: July 17, 2025	By:	/s/ Chaim Lebovits
		Chaim Lebovits
		Chief Executive Officer

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