{"url_path":"/sec/bcli/10-q/2026/item-5","section_key":"item-5","section_title":"Item 5 Other Information.**","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":973,"has_tables":true,"body_markdown":"**Item 5. Other Information.**\n\nOn May 11, 2026, the Company entered into a securities purchase agreement pursuant to which it issued a promissory note (the “Note”) to an institutionalinvestor. The transaction was entered into in reliance upon exemptions from registration requirent under the Securities Act of 1933, as amended.\n\n​\n\nThe Note has the aggregate principal amount of $151,800 (including $19,800 original issue discount) for aggregate purchase price proceeds of $132,000, and with the agreement contemplating additional tranches of up to $2,000,000 subject to further agreement. The note bears a one-time interest charge of 12%, matures February 27, 2026, and provides for five scheduled payments from October 30, 2026 through February 28, 2027, with a five-day grace period. The Company may prepay at specified discounts within 180 days after issuance. Five days after a material event of default, the holder may convert all or any portion of outstanding amounts into common stock at a price equal to 65% of the lowest trading price during the 10 trading days prior to conversion, subject to a 4.99% beneficial ownership limitation, customary adjustments, and specified liquidated damages for late delivery of conversion shares. The note includes customary covenants, events of default and related remedies, including a default payment equal to 150% of outstanding principal and accrued amounts, adjusted to 175% upon certain subsequent defaults, and is governed by Virginia law. The note is unsecured.\n\n​\n\nThe Note, and the shares of the Company’s common stock issuable upon conversion of the Note, if any, were or will be issued in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act and/or Rule 506 of Regulation D thereunder. The investors represented that they are accredited investors and are acquiring the securities for investment purposes.\n\n​\n\nOn May 11, 2026, the Company entered into two separate Securities Purchase Agreements (collectively, the “May 2026 SPAs”) with two accredited investors, pursuant to which the Company agreed to issue and sell, in private placement transactions, (i) an aggregate of 210,526 shares (the “Shares”) of the Company’s Common Stock, par value $0.00005 per share (the May 2026 SPAs also provided investors the option to receive, in lieu of Shares, pre-funded warrants exercisable for Common Stock at $0.00005 per share to comply with beneficial ownership limitations, but no such pre-funded warrants were issued), and (ii) Common Stock purchase warrants (the “Common Warrants”) to purchase an aggregate of 252,630 shares of Common Stock, representing 120% of the Shares issued.\n\n​\n\nThe purchase price was $0.95 per Share. The Common Warrants have an exercise price of $1.45 per share, are exercisable immediately upon issuance and expire five (5) years from the date of issuance. The exercise price of, and the number of shares of Common Stock issuable upon exercise of, the Common Warrants are subject to customary adjustments for stock splits, stock combinations, stock dividends, recapitalizations and similar events. Each investor’s ability to exercise the Common Warrants is subject to a beneficial ownership limitation of either 4.99% or 9.99% of the Company’s outstanding Common Stock, at the election of such investor.\n\n​\n\nThe aggregate gross proceeds to the Company from the May 2026 SPAs were $200,000, before deducting estimated offering expenses payable by the Company. The Company intends to use the net proceeds from the May 2026 SPAs for working capital and general corporate purposes. The May 2026 SPAs contain customary representations, warranties and covenants of the Company and the investors. Pursuant to the May 2026 SPAs, the Company has agreed, among other things, (i) to file a registration statement with the Securities and Exchange Commission within 45 calendar days following the date of the May 2026 SPAs registering the resale of the Shares and the shares of Common Stock issuable upon exercise of the Warrants, and to use commercially reasonable efforts to cause such registration statement to be declared effective within 181 days following the closing date and to keep such registration statement continuously effective thereafter, and (ii) to use its reasonable best efforts to call a meeting of its stockholders within ninety (90) days of the closing date for the purpose of obtaining stockholder approval of the issuance of all shares of Common Stock issuable upon exercise of the Warrants.\n\n​\n\nThe Shares, the Common Warrants and the shares of Common Stock issuable upon exercise of the Common Warrants were offered and sold in reliance upon the exemptions from registration provided by Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated thereunder. Each investor represented to the Company that it is an “accredited investor” as defined in Rule 501 of Regulation D and is acquiring the securities for investment purposes only and not with a view to, or for resale in connection with, any distribution thereof. The disclosure set forth in this Item 5 is intended to satisfy the Company’s disclosure obligations under Item 1.01 (Entry into a Material Definitive Agreement) and Item 3.02 (Unregistered Sales of Equity Securities) of Form 8-K with respect to the May 2026 SPAs, and accordingly the Company is not filing a separate Current Report on Form 8-K with respect to these transactions.\n\n​\n\nThe foregoing summary of the May 2026 SPAs and the Common Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of the form of Securities Purchase Agreement and the form of Common Warrant, copies of which are filed as exhibits to this Quarterly Report on Form 10-Q and are incorporated herein by reference.\n\n​\n\nDuring the quarter ended March 31, 2026, none of the Company’s directors or officers (as defined in Rule 16a-1(f) of the Exchange Act) adopted, terminated or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K).\n\n​\n\n42\n\n[Table of Contents](#TOC)"}