{"url_path":"/sec/bcli/10-q/2026/item-2","section_key":"item-2","section_title":"Item 2 Unregistered Sales of Equity Securities and Use of Proceeds.**","topic":"sec","document":{"doc_type":"10-Q","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1137883/0001104659-26-062648-index.html","accession_number":"0001104659-26-062648","cik":"0001137883","ticker":"BCLI","issuer_name":"BRAINSTORM CELL THERAPEUTICS INC.","edgar_url":"https://www.sec.gov/Archives/edgar/data/1137883/0001104659-26-062648-index.html","primary_entity_key":"0001137883","primary_entity_name":"BRAINSTORM CELL THERAPEUTICS INC."},"word_count":280,"has_tables":true,"body_markdown":"**Item 2. Unregistered Sales of Equity Securities and Use of Proceeds.**\n\nThere were no unregistered equity securities sold from April 1, 2025 to September 30, 2025, other than as previously disclosed in our current reports on Form 8-K.\n\nOn May 4, 2026, subsequent to the quarter ended March 31, 2026, the Company entered into two separate Securities Purchase Agreements with two accredited investors and issued, in private placement transactions, an aggregate of up to 210,526 shares of Common Stock and Common Warrants to purchase up to 252,631 shares of Common Stock, for aggregate gross proceeds to the Company of $200,000. The shares of Common Stock, the Common Warrants, and the shares of Common Stock issuable upon exercise thereof were offered and sold without registration under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act provided by Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder. Each investor represented that it was an “accredited investor,” as defined in Rule 501 of Regulation D, and that it was acquiring the securities for its own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof. Neither the Company nor any person acting on its behalf engaged in any form of general solicitation or general advertising within the meaning of Rule 502 of Regulation D in connection with the offering. The securities have not been registered under the Securities Act or any applicable state securities laws, and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from such registration requirements.\n\n​\n\n​"}