Brainstorm Cell Therapeutics Files 8-K with Key Agreements

TL;DR

Brainstorm Cell Therapeutics filed an 8-K on 6/27 detailing material agreements and equity sales.

AI Summary

On June 27, 2024, Brainstorm Cell Therapeutics Inc. filed an 8-K report detailing several key events. The company entered into a material definitive agreement, engaged in unregistered sales of equity securities, and reported other events. The filing also included financial statements and exhibits.

Why It Matters

This 8-K filing signals significant corporate actions by Brainstorm Cell Therapeutics, potentially impacting its financial structure and operational direction.

Risk Assessment

Risk Level: medium — The filing involves material definitive agreements and unregistered sales of equity, which can indicate significant corporate changes and potential dilution.

Key Players & Entities

• Brainstorm Cell Therapeutics Inc. (company) — Registrant
• June 27, 2024 (date) — Date of earliest event reported

FAQ

Key Financial Figures

• $0.00005 — nge on which registered Common Stock, $0.00005 par value BCLI NASDAQ Stock Market L
• $0.36 — e "Securities"), at a purchase price of $0.36 per share of Common Stock and accompany
• $0.35995 — ock and accompanying Common Warrant, or $0.35995 per Pre-Funded Warrant and accompanying
• $4.0 m — roceeds to the Company of approximately $4.0 million, before deducting fees payable to
• $0.3912 — issuance and have an exercise price of $0.3912 per share. Each Pre-Funded Warrant is
• $40,000 — ny also agreed to reimburse Maxim up to $40,000 for its legal expenses. The 7,918,764

Filing Documents

• tm2418388d1_8k.htm (8-K) — 37KB
• tm2418388d1_ex4-1.htm (EX-4.1) — 100KB
• tm2418388d1_ex4-2.htm (EX-4.2) — 92KB
• tm2418388d1_ex5-1.htm (EX-5.1) — 9KB
• tm2418388d1_ex10-1.htm (EX-10.1) — 242KB
• tm2418388d1_ex10-2.htm (EX-10.2) — 76KB
• tm2418388d1_ex10-3.htm (EX-10.3) — 10KB
• tm2418388d1_ex99-1.htm (EX-99.1) — 10KB
• tm2418388d1_ex5-1img001.jpg (GRAPHIC) — 36KB
• tm2418388d1_ex5-1img002.jpg (GRAPHIC) — 32KB
• 0001104659-24-075995.txt ( ) — 983KB
• bcli-20240627.xsd (EX-101.SCH) — 3KB
• bcli-20240627_lab.xml (EX-101.LAB) — 33KB
• bcli-20240627_pre.xml (EX-101.PRE) — 22KB
• tm2418388d1_8k_htm.xml (XML) — 4KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. On June 27, 2024, Brainstorm Cell Therapeutics Inc., a Delaware corporation (the "Company"), entered into a Securities Purchase Agreement (the "Purchase Agreement") with the purchaser named therein (the "Purchaser"), pursuant to which the Company agreed to sell, (i) an aggregate of 7,918,764 registered shares of the Company's common stock, par value $0.00005 per share (the "Common Stock"), (ii) registered pre-funded warrants (the "Pre-Funded Warrants") to purchase up to 3,192,347 shares of Common Stock and (iii) unregistered warrants to purchase up to 16,666,667 shares of Common Stock (the "Warrants", together with the Pre-Funded Warrants and the Common Stock, the "Securities"), at a purchase price of $0.36 per share of Common Stock and accompanying Common Warrant, or $0.35995 per Pre-Funded Warrant and accompanying Common Warrant. The offering of the Securities (the "Offering") yielded gross proceeds to the Company of approximately $4.0 million, before deducting fees payable to the placement agent and other estimated offering expenses payable by the Company. The Offering is expected to close on June 28, 2024, subject to the satisfaction of customary closing conditions. The Warrants will be exercisable six (6) months after the issuance date, will expire five years following the date of issuance and have an exercise price of $0.3912 per share. Each Pre-Funded Warrant is immediately exercisable for one (1) share of Common Stock (the "Pre-Funded Warrant Shares") at an exercise price of $0.00005 per share and will remain exercisable until the Pre-Funded Warrants are exercised in full. A holder of the Warrants and the Pre-Funded Warrants (together with its affiliates) may not exercise any portion of the Warrant or Pre-Funded Warrant to the extent that the holder would own more than 4.99% (or 9.99%, at the election of the holder) of the outstanding shares of Common Stock immediately after exercise, except that upo

01 Other Events

Item 8.01 Other Events. On June 27, 2024, the Company issued a press release announcing the Offering. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits Exhibit No. Description 4.1 Form of Warrant 4.2 Form of Pre-Funded Warrant 5.1 Opinion of Thompson Hine LLP 10.1 * Form of Securities Purchase Agreement 10.2 Placement Agency Agreement, dated as of June 27, 2024 by and between the Company and the placement agent party thereto. 10.3 Warrant Amendment Agreement, dated June 27, 2024. 23.1 Consent of Thompson Hine LLP (included in Exhibit 5.1) 99.1 Press Release, dated June 27, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Schedules have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The Company hereby undertakes to supplementally furnish copies of any omitted schedules to the Securities and Exchange Commission upon request. SIGNATURE 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 28, 2024 By: /s/ Chaim Lebovits Chaim Lebovits President and Co-Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR