BRAINSTORM CELL THERAPEUTICS INC. 8-K

What Happened

• Brainstorm Cell Therapeutics Inc. announced a Securities Purchase Agreement dated February 24, 2026, under which it agreed to sell up to $1,000,000 of securities in a private placement to an accredited investor. The deal will close in up to eight closings (first closing occurred on Feb. 24, 2026 for $125,000; up to $875,000 remains across up to seven additional closings, final closing no later than Sept. 25, 2026).
• Securities include common stock at $0.60 per share, or—if the investor elects—pre‑funded warrants priced at $0.5995 with a $0.00005 exercise price to address beneficial ownership limits (4.99% or, if elected, 9.99%). The company will also issue common stock purchase warrants equal to 120% of the number of shares and pre‑funded warrants purchased, exercisable at $1.00 per share.
• On Feb. 26, 2026, the Board approved Amendments No. 6 to the 2014 Stock Incentive Plan and 2014 Global Share Option Plan, increasing the shared pool by 5,500,000 shares to a total shared pool of 8,406,666 shares.

Key Details

• Aggregate commitment: $1,000,000 (first closing $125,000 on Feb. 24, 2026; up to $875,000 remaining).
• Pricing: $0.60 per common share; pre‑funded warrant price $0.5995; pre‑funded warrant exercise price $0.00005; common warrant exercise price $1.00; warrant coverage = 120% of purchased securities.
• Timing/registration: Company to file a resale registration statement within 45 days of the Purchase Agreement and use commercially reasonable efforts to have it declared effective within 181 days after closing; registration to remain effective until purchasers no longer hold the securities.
• Option pool change: Increases shared pool by 5,500,000 shares (new shared pool = 8,406,666), with officers and directors eligible for awards under the amended plans.

Why It Matters

• Financing and liquidity: The private placement provides up to $1.0M of near-term funding for working capital, with an initial $125k already received. Staged closings give the investor flexibility on timing and amounts.
• Dilution and potential future dilution: Issuance of shares, pre‑funded warrants and warrants (including 120% warrant coverage) and a larger option pool increase potential dilution for existing shareholders if and when warrants/options are exercised or awards are granted.
• Resale and listing implications: The company will register the resale of the securities (enabling investor liquidity once effective) and will attempt to maintain the listing of the Common Stock and the shares issuable upon exercise of warrants — important for tradability.
• Governance/compensation impact: Expanding the option pool authorizes more equity awards to employees, officers and directors, which can affect compensation expense and shareholder dilution over time.