Brainstorm Delisted from Nasdaq, Losses Mount Amid R&D Push

TL;DR

**BCLI is a high-risk bet on unproven tech, with Nasdaq delisting and mounting losses signaling a tough road ahead for investors.**

AI Summary

BRAINSTORM CELL THERAPEUTICS INC. (BCLI) reported a net loss of $2.903 million for the three months ended June 30, 2025, compared to a net loss of $2.541 million for the same period in 2024, representing a 14.2% increase in loss. For the six months ended June 30, 2025, the net loss was $5.767 million, a slight improvement from $5.942 million in 2024. Research and development expenses increased to $2.424 million for the six months ended June 30, 2025, up from $1.883 million in 2024, indicating continued investment in its NurOwn technology. General and administrative expenses decreased to $3.238 million for the six months ended June 30, 2025, from $3.573 million in 2024. The company's cash and cash equivalents significantly increased to $824 thousand as of June 30, 2025, from $187 thousand at December 31, 2024. Total current assets rose to $1.515 million from $385 thousand, while total liabilities decreased to $8.623 million from $9.596 million. BCLI was delisted from Nasdaq on July 18, 2025, due to non-compliance with the minimum shareholder equity requirement and now trades on the OTCQB Venture Market.

Why It Matters

BCLI's delisting from Nasdaq to the OTCQB Venture Market on July 18, 2025, significantly impacts investors by reducing liquidity and potentially increasing volatility, making it harder to buy or sell shares. This move signals a loss of confidence from a major exchange and could deter institutional investors, affecting the company's ability to raise future capital for its critical NurOwn clinical trials. For employees and customers, the financial instability and delisting raise questions about the long-term viability of the company and its ability to bring its neurodegenerative treatments to market, especially given its continued operating losses and reliance on external funding. In the competitive biotech landscape, this delisting could further marginalize BCLI against better-capitalized rivals developing similar therapies.

Risk Assessment

Risk Level: high — The company explicitly states, "Such conditions raise substantial doubts about the Company's ability to continue as a going concern." This is further evidenced by its delisting from Nasdaq on July 18, 2025, due to non-compliance with the minimum shareholder equity requirement, and its accumulated deficit of approximately $232,000 as of June 30, 2025.

Analyst Insight

Investors should exercise extreme caution and consider divesting BCLI shares due to the Nasdaq delisting, significant going concern risk, and continued operating losses. New investors should avoid BCLI until there is clear evidence of regulatory approval for NurOwn and a sustainable path to profitability, as the current environment presents substantial downside risk.

Financial Highlights

debt To Equity

N/A

revenue

N/A

operating Margin

N/A

total Assets

$2.566M

total Debt

$8.623M

net Income

-$2.903M

eps

N/A

gross Margin

N/A

cash Position

$824K

revenue Growth

N/A

Key Numbers

• $2.903M — Net Loss (Q2 2025) (Increased from $2.541M in Q2 2024)
• $5.767M — Net Loss (H1 2025) (Slight improvement from $5.942M in H1 2024)
• $2.424M — Research and Development Expenses (H1 2025) (Increased from $1.883M in H1 2024)
• $3.238M — General and Administrative Expenses (H1 2025) (Decreased from $3.573M in H1 2024)
• $824K — Cash and Cash Equivalents (June 30, 2025) (Increased from $187K at December 31, 2024)
• $1.515M — Total Current Assets (June 30, 2025) (Increased from $385K at December 31, 2024)
• $8.623M — Total Liabilities (June 30, 2025) (Decreased from $9.596M at December 31, 2024)
• $232M — Accumulated Deficit (June 30, 2025) (Indicates significant historical losses)
• 10,376,109 — Common Stock Shares Outstanding (August 11, 2025) (Reflects recent capital raises)
• $4.035M — Proceeds from ATM Offering (H1 2025) (Primary source of cash from financing activities)

Key Players & Entities

• BRAINSTORM CELL THERAPEUTICS INC. (company) — registrant
• Nasdaq (regulator) — former listing exchange
• OTCQB Venture Market (regulator) — current listing exchange
• NurOwn (company) — proprietary stem cell technology
• Ramot of Tel Aviv University Ltd. (company) — developer of stem cell technology
• Securities and Exchange Commission (regulator) — filing oversight
• Brainstorm Cell Therapeutics Ltd. (company) — wholly-owned subsidiary
• Advanced Cell Therapies Ltd. (company) — wholly-owned subsidiary
• Brainstorm Cell Therapeutics Limited (company) — wholly-owned subsidiary
• Brainstorm Cell Manufacturing LLC (company) — wholly-owned subsidiary

FAQ

Risk Factors

• Going Concern and Liquidity Risk [high — financial]: The company has a significant accumulated deficit of $232.403 million as of June 30, 2025, and incurred net losses of $2.903 million and $5.767 million for the three and six months ended June 30, 2025, respectively. While cash and cash equivalents increased to $824 thousand from $187 thousand, the total liabilities of $8.623 million significantly outweigh current assets of $1.515 million, raising substantial doubt about the company's ability to continue as a going concern.
• Delisting from Nasdaq [high — regulatory]: BCLI was delisted from the Nasdaq Capital Market on July 18, 2025, due to non-compliance with the minimum shareholder equity requirement. Trading now occurs on the OTCQB Venture Market, which typically has lower liquidity and investor confidence compared to major exchanges.
• Dependence on NurOwn Technology [high — operational]: The company's primary focus is on its NurOwn technology. Any setbacks in the development, clinical trials, regulatory approval, or commercialization of this technology could have a material adverse effect on the company's future prospects and financial condition.
• Need for Future Financing [high — financial]: The company's continued losses and ongoing investment in research and development necessitate substantial future financing. There is no guarantee that BCLI will be able to secure the necessary capital on favorable terms, or at all, to fund its operations and development plans.
• Competitive Landscape [medium — market]: The biotechnology sector, particularly in cell therapy, is highly competitive. BCLI faces competition from established pharmaceutical companies and other emerging biotechs, which could impact market share and pricing if NurOwn is successfully commercialized.
• Reliance on Key Personnel [medium — operational]: The success of BCLI is likely dependent on its ability to retain and attract key scientific and management personnel. The loss of critical individuals could disrupt research, development, and strategic initiatives.
• Intellectual Property Risks [medium — legal]: The company's ability to protect its intellectual property related to NurOwn is crucial. Challenges to patents or the emergence of competing technologies could negatively impact its competitive advantage.
• Clinical Trial and Regulatory Approval Risks [high — regulatory]: The development of cell therapies involves lengthy and complex clinical trials and stringent regulatory review processes. There is a significant risk that clinical trials may not yield positive results or that regulatory bodies may not approve NurOwn for commercial use.

Industry Context

Brainstorm Cell Therapeutics operates in the highly competitive and rapidly evolving biotechnology sector, specifically focusing on cell therapy. The industry is characterized by significant R&D investment, long development cycles, and stringent regulatory hurdles. Companies like BCLI are often dependent on the success of a single or a few key drug candidates, facing competition from both large pharmaceutical firms and other innovative biotechs.

Regulatory Implications

The delisting from Nasdaq due to non-compliance with equity requirements highlights significant regulatory and financial scrutiny. The company must now navigate the OTCQB market, which may have different reporting requirements and investor expectations. Furthermore, the success of its NurOwn technology hinges on FDA and other regulatory body approvals, a process fraught with uncertainty and strict scientific validation.

What Investors Should Do

1. Monitor cash burn and future financing rounds.
2. Evaluate progress and news related to NurOwn clinical trials and regulatory submissions.
3. Assess the implications of trading on the OTCQB market.
4. Analyze the increasing R&D spend relative to the company's cash position.

Key Dates

• 2025-06-30: End of Q2 2025 Financial Reporting Period — Reported increased net loss for the quarter and significant increase in cash and current assets, alongside a decrease in total liabilities.
• 2025-07-18: Delisted from Nasdaq — Indicates non-compliance with Nasdaq listing requirements, moving to OTCQB and potentially impacting investor perception and liquidity.
• 2025-08-11: Common Stock Shares Outstanding reported — Indicates recent capital raises through stock issuance, potentially to fund operations.

Glossary

Accumulated Deficit

The total cumulative net losses of a company since its inception, minus any cumulative net income. (Indicates BCLI's history of unprofitability and significant cumulative losses, highlighting its need for substantial future funding.)

NurOwn

Brainstorm Cell Therapeutics' proprietary autologous mesenchymal stem cell therapy platform. (This is the company's core technology and the primary driver of its research and development expenses and future revenue potential.)

ATM Offering

At-The-Market offering, a way for public companies to sell shares of stock over time directly into the existing stock market. (The $4.035M proceeds from this offering in H1 2025 represent a key source of cash, indicating the company's reliance on equity financing.)

OTC Market

Over-The-Counter market, a decentralized market where securities are traded directly between two parties without a central exchange. (BCLI's move to the OTCQB Venture Market after Nasdaq delisting signifies a change in trading venue, potentially affecting liquidity and investor access.)

Operating lease right of use asset

An asset recognized under accounting standards for leases, representing the right to use an asset for the lease term. (This asset, along with the corresponding liability, reflects BCLI's obligations for leased property and equipment.)

Year-Over-Year Comparison

Compared to the prior year's comparable periods, BCLI reported an increased net loss for the three months ended June 30, 2025 ($2.903M vs $2.541M), though a slight improvement for the six-month period ($5.767M vs $5.942M). Research and development expenses saw a notable increase to $2.424M for H1 2025 from $1.883M in H1 2024, signaling continued investment in its core technology. General and administrative expenses decreased, and critically, cash and cash equivalents and total current assets have significantly improved, while total liabilities have decreased, suggesting some positive shifts in financial management despite the ongoing losses and Nasdaq delisting.

Key Financial Figures

• $0.00005 — ange on which registered Common Stock, $0.00005 par value BCLI OTCQB Venture Market
• $1 — 27 ) * Represents an amount less than $1. ** Retroactively adjusted (See Note
• $35 million — ities ("MVLS") was below the minimum of $35 million required for continued listing on The N
• $2.5 million — cludes, among other items, satisfying a $2.5 million minimum stockholders' equity requiremen
• $232,000 — an accumulated deficit of approximately $232,000 . The extent of the Company's future op

Filing Documents

• bcli-20250630x10q.htm (10-Q) — 1066KB
• bcli-20250630xex31d1.htm (EX-31.1) — 7KB
• bcli-20250630xex31d2.htm (EX-31.2) — 8KB
• bcli-20250630xex32d1.htm (EX-32.1) — 6KB
• bcli-20250630xex32d2.htm (EX-32.2) — 6KB
• 0001410578-25-001782.txt ( ) — 3848KB
• bcli-20250630.xsd (EX-101.SCH) — 29KB
• bcli-20250630_cal.xml (EX-101.CAL) — 28KB
• bcli-20250630_def.xml (EX-101.DEF) — 113KB
• bcli-20250630_lab.xml (EX-101.LAB) — 225KB
• bcli-20250630_pre.xml (EX-101.PRE) — 192KB
• bcli-20250630x10q_htm.xml (XML) — 447KB

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION 4 Item 1.

Financial Statements

Financial Statements 4 Item 2.

Management's Discussion and Analysis of Financial Condition and Results of Operations

Management's Discussion and Analysis of Financial Condition and Results of Operations 21 Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Quantitative and Qualitative Disclosures About Market Risk 39 Item 4.

Controls and Procedures

Controls and Procedures 40

– OTHER INFORMATION

PART II – OTHER INFORMATION 40 Item 1.

Legal Proceedings

Legal Proceedings 40 Item 1A.

Risk Factors

Risk Factors 41 Item 5. Other Information 43 Item 6. Exhibits 44

SIGNATURES

SIGNATURES 45 3 Table of Contents

– FINANCIAL INFORMATION

PART I – FINANCIAL INFORMATION

Financial Statements

Item 1. Financial Statements. BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2025 U.S. DOLLARS IN THOUSANDS (Except share data and exercise prices) (UNAUDITED) 4 Table of Contents BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS As of June 30, 2025 U.S. DOLLARS IN THOUSANDS (Except share data and exercise prices) (UNAUDITED) INDEX Page Interim Condensed Consolidated Balance Sheets 6 Interim Condensed Consolidated Statements of Comprehensive Loss 7 Interim Condensed Statements of Changes in Stockholders' Equity (Deficit ) 8 Interim Condensed Consolidated Statements of Cash Flows 10 Notes to Interim Condensed Consolidated Financial Statements 11 5 Table of Contents BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS U.S. dollars in thousands (Except share data) June 30, December 31, 2025 2024 Unaudited Audited U.S. $ in thousands ASSETS Current Assets: Cash and cash equivalents $ 824 $ 187 Other accounts receivable 106 63 Prepaid expenses and other current assets 585 135 Total current assets $ 1,515 $ 385 Long-Term Assets: Prepaid expenses and other long-term assets $ 24 $ 22 Restricted Cash 201 184 Operating lease right of use asset (Note 3) 495 807 Property and Equipment, Net 331 434 Total Long-Term Assets $ 1,051 $ 1,447 Total assets $ 2,566 $ 1,832 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities: Accounts payables $ 5,997 $ 6,080 Accrued expenses 367 619 Short-term loans (Note 7) 101 300 Operating lease liability (Note 3) 381 549 Employees related liability 1,682 1,430 Total current liabilities $ 8,528 $ 8,978 Long-Term Liabilities: Operating lease liability (Note 3) 95 171 Warrants liabilit

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