Brainstorm Cell Therapeutics Files 8-K with Corporate Updates

TL;DR

Brainstorm Cell Therapeutics is changing its board and bylaws, get ready for potential shifts.

AI Summary

Brainstorm Cell Therapeutics Inc. filed an 8-K on September 16, 2024, reporting on several key events. These include the departure of a director, the election of new directors, and updates to compensatory arrangements for certain officers. The filing also addresses amendments to the company's articles of incorporation or bylaws and the submission of matters to a vote of security holders.

Why It Matters

This 8-K filing indicates significant corporate governance changes and potential strategic shifts within Brainstorm Cell Therapeutics, which could impact its future direction and investor relations.

Risk Assessment

Risk Level: medium — Changes in board composition and corporate structure can signal strategic shifts or internal challenges, warranting closer investor scrutiny.

Key Players & Entities

• BRAINSTORM CELL THERAPEUTICS INC. (company) — Filer
• 20240916 (date) — Date of Report
• 001-36641 (company) — SEC File Number

FAQ

Key Financial Figures

• $0.00005 — nge on which registered Common Stock, $0.00005 par value BCLI NASDAQ Stock Market L

Filing Documents

• tm2424130d1_8k.htm (8-K) — 63KB
• tm2424130d1_ex3-1.htm (EX-3.1) — 6KB
• tm2424130d1_ex10-5.htm (EX-10.5) — 5KB
• tm2424130d1_ex10-10.htm (EX-10.10) — 6KB
• 0001104659-24-100239.txt ( ) — 261KB
• bcli-20240916.xsd (EX-101.SCH) — 3KB
• bcli-20240916_lab.xml (EX-101.LAB) — 33KB
• bcli-20240916_pre.xml (EX-101.PRE) — 22KB
• tm2424130d1_8k_htm.xml (XML) — 4KB

03 Amendments to Articles of Incorporation

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year. During the Annual Meeting, the Company's stockholders approved amendments to the Company's certificate of incorporation, as amended, to (i) increase the number of authorized shares of Common Stock from 100,000,000 shares to 250,000,000 (the "Authorized Share Increase Amendment") and (ii) authorize the Board of Directors (the "Board"), in its discretion, should it deem it to be appropriate and in the best interests of the Company and its stockholders, to amend the Company's certificate of incorporation to effect a reverse stock split of the Company's issued and outstanding shares of Common Stock by a ratio between 1-for-5 and 1-for-15, inclusive, without further approval or authorization of the Company's stockholders (the "RSS Amendment"). The Authorized Share Increase Amendment related to increasing the number of authorized shares of Common Stock to 250,000,000 shares became effective upon filing of the Certificate of Amendment to the certificate of incorporation with the Secretary of State of the State of Delaware on September 16, 2024. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The RSS Amendment related to the reverse stock split allows the Board to effect a reverse stock split between 1-for-5 and 1-for-15, inclusive, at any time on or before September 16, 2025, at the Board's discretion.

07 Submission of Matters to a Vote

Item 5.07 Submission of Matters to a Vote of Security Holders. At the Annual Meeting, the Company's stockholders voted on the proposals set forth below, each of which is described in greater detail in the Proxy Statement. The following actions were taken at the Annual Meeting: 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 24,307,140 5,036,227 24,890,951 Dr. Anthony Polverino 23,926,721 5,416,646 24,890,951 Dr. Jacob Frenkel 25,469,246 3,874,121 24,890,951 Uri Yablonka 25,441,965 3,901,402 24,890,951 Dr. Menghisteab Bairu 26,111,531 3,231,836 24,890,951 Nir Naor 23,928,445 5,414,922 24,890,951 Dr. Stacy Lindborg 26,155,027 3,188,340 24,890,951 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, 2024, based upon the following votes: Votes For Votes Against Abstentions Broker Non-Votes 49,943,565 1,050,750 3,240,003 0 3. Stockholders approved the Amendment to the Company's certificate of incorporation, as amended, to increase the number of authorized shares of Common Stock from 100,000,000 shares to 250,000,000 shares, based upon the following votes: Votes For Votes Against Abstentions Broker Non-Votes 42,626,189 11,045,643 562,486 0 4. Stockholders approved of amendments to the Company's Original 2014 Plans to increase the shared pool of shares available for issuance under the Original 2014 Plans by 8,000,000 shares from 5,600,000 shares to 13,600,000 shares and extend the terms of the Original 2014 Plans by

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d): Exhibits: Exhibit No. Description 3.1* Certificate of Amendment to the Brainstorm Cell Therapeutics Inc. Certificate of Incorporation. 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. 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. 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. 10.6 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. 10.7 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. 10.8 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. 10.9 Amendment No. 3 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. 001-36641) filed October 1, 2020. 10.10* Amendm

SIGNATURES

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: September 16, 2024 By: /s/ Chaim Lebovits Chaim Lebovits Chief Executive Officer

View Full Filing

View this 8-K filing on SEC EDGAR