Brainstorm's Losses Narrow, But Nasdaq Delisting Raises Red Flags

Ticker: BCLI · Form: 10-Q · Filed: Nov 14, 2025 · CIK: 1137883

Brainstorm Cell Therapeutics Inc. 10-Q Filing Summary
FieldDetail
CompanyBrainstorm Cell Therapeutics Inc. (BCLI)
Form Type10-Q
Filed DateNov 14, 2025
Risk Levelhigh
Pages15
Reading Time18 min
Key Dollar Amounts$0.00005, $1, $35 million, $2.5 million
Sentimentbearish

Sentiment: bearish

Topics: Biotechnology, Neurodegenerative Diseases, Cell Therapy, Going Concern, Nasdaq Delisting, OTCQB, Financial Distress

Related Tickers: BCLI

TL;DR

BCLI is bleeding cash and got delisted from Nasdaq, making it a highly speculative bet on its unproven NurOwn technology.

AI Summary

BRAINSTORM CELL THERAPEUTICS INC. (BCLI) reported a net loss of $2.106 million for the three months ended September 30, 2025, an improvement from a net loss of $2.708 million in the same period of 2024. For the nine months ended September 30, 2025, the net loss was $7.873 million, compared to $8.650 million in 2024. Research and development expenses decreased to $899 thousand for the three months ended September 30, 2025, from $1.045 million in 2024, while general and administrative expenses also fell to $1.148 million from $2.003 million. The company's cash and cash equivalents significantly declined from $187 thousand at December 31, 2024, to $5 thousand at September 30, 2025. Total current assets increased to $508 thousand from $385 thousand, but total assets decreased from $1.832 million to $1.380 million. The company's common stock 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 under BCLI. The accumulated deficit reached approximately $235 million as of September 30, 2025, raising substantial doubt about its ability to continue as a going concern.

Why It Matters

This filing reveals a company in a precarious financial position, with its delisting from Nasdaq to the OTCQB Venture Market signaling a significant loss of institutional investor confidence and liquidity. For investors, this means increased risk and potentially lower trading volumes for BCLI shares. Employees face uncertainty regarding the company's long-term viability, especially given the substantial accumulated deficit of $235 million. Customers, particularly those awaiting NurOwn, may see delays or even cessation of development if funding issues persist. In the competitive neurodegenerative disease treatment market, Brainstorm's financial struggles could hinder its ability to compete with better-capitalized rivals, potentially impacting the broader market's innovation landscape.

Risk Assessment

Risk Level: high — The company's cash and cash equivalents plummeted from $187 thousand at December 31, 2024, to just $5 thousand at September 30, 2025, indicating severe liquidity issues. Furthermore, the accumulated deficit of approximately $235 million as of September 30, 2025, and the delisting from Nasdaq due to non-compliance with the minimum shareholder equity requirement, collectively raise substantial doubt about the company's ability to continue as a going concern.

Analyst Insight

Investors should exercise extreme caution and consider divesting BCLI shares due to severe liquidity concerns, the Nasdaq delisting, and the substantial accumulated deficit. The company's ability to continue as a going concern is in question, making it a high-risk investment.

Financial Highlights

total Assets
$1.380M
net Income
-$2.106M
eps
-$0.19
cash Position
$5K

Key Numbers

  • $2.106M — Net loss for Q3 2025 (Improved from $2.708M in Q3 2024)
  • $7.873M — Net loss for nine months ended Sep 30, 2025 (Improved from $8.650M in the same period of 2024)
  • $5K — Cash and cash equivalents as of Sep 30, 2025 (Significant decrease from $187K at Dec 31, 2024)
  • $235M — Accumulated deficit as of Sep 30, 2025 (Indicates substantial historical losses and going concern risk)
  • $899K — Research and development expenses for Q3 2025 (Decreased from $1.045M in Q3 2024)
  • $1.148M — General and administrative expenses for Q3 2025 (Decreased from $2.003M in Q3 2024)
  • 11,034,775 — Shares outstanding as of Nov 11, 2025 (Increased from 6,141,762 shares at Dec 31, 2024)
  • $0.91 — Basic and diluted net loss per share for nine months ended Sep 30, 2025 (Improved from $1.80 in the same period of 2024)
  • $0.19 — Basic and diluted net loss per share for Q3 2025 (Improved from $0.51 in Q3 2024)
  • $6.235M — Net cash used in operating activities for nine months ended Sep 30, 2025 (Improved from $8.045M in the same period of 2024)

Key Players & Entities

  • BRAINSTORM CELL THERAPEUTICS INC. (company) — registrant
  • Nasdaq (regulator) — former stock exchange
  • OTCQB Venture Market (regulator) — current stock exchange
  • NurOwn (company) — proprietary stem cell technology
  • Ramot of Tel Aviv University Ltd. (company) — technology licensor
  • BCT (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
  • SEC (regulator) — Securities and Exchange Commission

FAQ

What caused Brainstorm Cell Therapeutics to be delisted from Nasdaq?

Brainstorm Cell Therapeutics was delisted from Nasdaq on July 18, 2025, due to non-compliance with Nasdaq Listing Rule 5550(b)(1), which pertains to its minimum shareholder equity requirement. The company failed to regain compliance by the extended deadline of June 30, 2025.

How much cash and cash equivalents did Brainstorm Cell Therapeutics have as of September 30, 2025?

As of September 30, 2025, Brainstorm Cell Therapeutics had only $5 thousand in cash and cash equivalents. This represents a significant decrease from $187 thousand at December 31, 2024.

What is NurOwn technology and what diseases does Brainstorm Cell Therapeutics aim to treat with it?

NurOwn is Brainstorm Cell Therapeutics' proprietary process for propagating mesenchymal stem cells (MSCs) and differentiating them into neurotrophic factor secreting cells. The company aims to use this autologous cell therapy to treat debilitating neurodegenerative disorders such as Amyotrophic Lateral Sclerosis (ALS), Progressive Multiple Sclerosis (PMS), and Parkinson's disease.

What was Brainstorm Cell Therapeutics' net loss for the third quarter of 2025?

For the three months ended September 30, 2025, Brainstorm Cell Therapeutics reported a net loss of $2.106 million. This is an improvement compared to a net loss of $2.708 million for the same period in 2024.

What is the accumulated deficit of Brainstorm Cell Therapeutics as of September 30, 2025?

As of September 30, 2025, Brainstorm Cell Therapeutics had an accumulated deficit of approximately $235 million. This substantial deficit indicates significant historical operating losses.

Where are Brainstorm Cell Therapeutics' shares currently traded?

Following its delisting from Nasdaq on July 18, 2025, Brainstorm Cell Therapeutics' common stock began trading on the OTCQB Venture Market under the same symbol, BCLI, starting at the open of trading on July 18, 2025.

What are the primary risks highlighted in Brainstorm Cell Therapeutics' 10-Q filing?

Key risks include the potential consequences of delisting from Nasdaq, the need to raise additional capital, the ability to continue as a going concern, regulatory approval of NurOwn, and the outcomes of putative securities class action and derivative lawsuits. The company's limited cash of $5 thousand and accumulated deficit of $235 million are critical financial risks.

How did Brainstorm Cell Therapeutics' research and development expenses change in Q3 2025 compared to Q3 2024?

Research and development expenses for Brainstorm Cell Therapeutics decreased to $899 thousand for the three months ended September 30, 2025, from $1.045 million in the same period of 2024. This represents a reduction of $146 thousand.

What is the significance of the 'going concern' disclosure for Brainstorm Cell Therapeutics?

The 'going concern' disclosure signifies that the company's current financial condition, including its minimal cash reserves of $5 thousand and accumulated deficit of $235 million, raises substantial doubt about its ability to continue operating for the foreseeable future. This is a critical warning for investors about the company's long-term viability.

Did Brainstorm Cell Therapeutics raise any capital during the nine months ended September 30, 2025?

Yes, Brainstorm Cell Therapeutics raised $4.348 million from the issuance of shares in at-the-market (ATM) offerings and $1.501 million from warrants issuance during the nine months ended September 30, 2025. Additionally, it completed a debt-for-equity swap of $450 thousand.

Risk Factors

  • Going Concern Uncertainty [high — financial]: The company has a substantial accumulated deficit of approximately $235 million as of September 30, 2025, and a significant decline in cash and cash equivalents to $5 thousand. This raises substantial doubt about its ability to continue as a going concern.
  • Nasdaq Delisting [high — regulatory]: BCLI was delisted from the Nasdaq Capital Market on July 18, 2025, due to non-compliance with minimum shareholder equity requirements. The company now trades on the OTCQB Venture Market, which typically has less stringent listing requirements and may indicate lower investor confidence.
  • Deteriorating Cash Position [high — financial]: Cash and cash equivalents plummeted from $187 thousand at December 31, 2024, to $5 thousand at September 30, 2025. This severe reduction in liquidity limits the company's operational flexibility and ability to fund future development.
  • Decreasing Asset Base [medium — operational]: Total assets decreased from $1.832 million at December 31, 2024, to $1.380 million at September 30, 2025. This contraction in the asset base, particularly the reduction in long-term assets like operating lease right-of-use assets and property and equipment, suggests a scaling back of operations or asset disposals.
  • High Operating Lease Liabilities [medium — financial]: Despite a decrease from $549 thousand to $276 thousand in short-term operating lease liabilities and from $171 thousand to $50 thousand in long-term operating lease liabilities, these obligations still represent a significant portion of current liabilities ($276K) and a drain on cash flow.

Industry Context

Brainstorm Cell Therapeutics operates in the highly competitive and capital-intensive biotechnology sector, focusing on cell therapies. This industry is characterized by long development cycles, high R&D costs, significant regulatory hurdles, and the potential for substantial returns upon successful drug commercialization. Companies often rely on external financing and strategic partnerships to fund their research and clinical trials.

Regulatory Implications

The delisting from Nasdaq due to non-compliance with minimum shareholder equity requirements highlights significant regulatory and financial distress. Trading on the OTCQB subjects the company to less stringent reporting and oversight, which may deter institutional investors and impact the stock's liquidity and valuation.

What Investors Should Do

  1. Monitor cash burn rate and future financing activities.
  2. Evaluate the impact of Nasdaq delisting on stock liquidity and investor confidence.
  3. Assess the progress and viability of ongoing R&D projects.
  4. Consider the substantial accumulated deficit and going concern risks.

Key Dates

  • 2025-07-18: Delisted from Nasdaq — Indicates failure to meet listing requirements and a shift to a less regulated market (OTCQB), potentially impacting investor perception and liquidity.
  • 2025-09-30: End of Q3 2025 — Reporting period for the latest financial results, showing a net loss of $2.106 million and critically low cash reserves.
  • 2024-12-31: End of Fiscal Year 2024 — Prior period financial data for comparison, showing higher cash reserves ($187K) and a larger total asset base ($1.832M).

Glossary

Accumulated deficit
The total net losses of a company since its inception, minus any net profits. It represents a negative retained earnings balance. (A large accumulated deficit, like BCLI's $235 million, indicates a history of unprofitability and raises concerns about the company's long-term viability.)
Going concern
A business's ability to continue operating for the foreseeable future without the threat of liquidation. Auditors assess this based on financial health. (The company's financial condition, particularly its low cash and high accumulated deficit, raises substantial doubt about its ability to continue as a going concern.)
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. (The decrease in this asset from $807 thousand to $334 thousand suggests a reduction in leased assets, potentially due to lease terminations or expirations.)
Warrants liability
A financial liability representing the value of warrants (options to buy stock) issued by the company that are not yet exercised. (The reduction of warrants liability from $447 thousand to zero indicates that these warrants have either expired or been exercised/settled.)
OTCQB Venture Market
A public market for early-stage companies that offers a regulated but less stringent listing environment than major exchanges like Nasdaq. (BCLI's trading on this market post-Nasdaq delisting signifies a change in its market status and potentially its investor profile.)

Year-Over-Year Comparison

Compared to the prior year, Brainstorm Cell Therapeutics has reduced its net loss for both the three-month period (from $2.708M to $2.106M) and the nine-month period (from $8.650M to $7.873M), driven by decreased R&D and G&A expenses. However, this cost-cutting has occurred alongside a severe depletion of cash reserves, which fell from $187K to $5K, and a significant decrease in total assets. The company also faced a major setback with its delisting from Nasdaq, indicating a worsening financial and operational standing despite the reduced operating losses.

Filing Stats: 4,558 words · 18 min read · ~15 pages · Grade level 14.8 · Accepted 2025-11-14 17:01:06

Key Financial Figures

  • $0.00005 — ange on which registered Common Stock, $0.00005 par value BCLI OTCQB Venture Market
  • $1 — 57 ) * 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

Filing Documents

– 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 38 Item 4.

Controls and Procedures

Controls and Procedures 39

– 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 September 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 September 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) September 30, December 31, 2025 2024 Unaudited Audited U.S. $ in thousands ASSETS Current Assets: Cash and cash equivalents $ 5 $ 187 Other accounts receivable 80 63 Prepaid expenses and other current assets 423 135 Total current assets $ 508 $ 385 Long-Term Assets: Prepaid expenses and other long-term assets $ 24 $ 22 Restricted Cash 231 184 Operating lease right of use asset (Note 3) 334 807 Property and Equipment, Net 283 434 Total Long-Term Assets $ 872 $ 1,447 Total assets $ 1,380 $ 1,832 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities: Accounts payables $ 6,420 $ 6,080 Accrued expenses 350 619 Short-term loans (Note 7) 101 300 Operating lease liability (Note 3) 276 549 Employees related liability 1,876 1,430 Total current liabilities $ 9,023 $ 8,978 Long-Term Liabilities: Operating lease liability (Note 3) 50 171 Warrants

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