8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 15, 2023

Brainstorm Cell Therapeutics Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-36641	20-7273918
(State or other jurisdiction of incorporation)	(Commission File No.)	(IRS Employer Identification No.)

1325 Avenue of Americas, 28th Floor
New York, NY	10019
(Address of principal executive offices)	(Zip Code)

(201) 488-0460

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00005 par value	BCLI	NASDAQ Stock Market LLC (Nasdaq Capital Market)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Resignation

On June 15, 2023, Malcolm Taub notified the Board of Directors (the “Board”) of Brainstorm Cell Therapeutics Inc. (the “Company”) of his decision to resign from the Company’s Board, and all committees thereof, effective as of the close of business on June 15, 2023. Mr. Taub’s decision to resign was not due to any disagreement with the Company on any matter, or relating to its operations, policies, or practices.

Appointment of New Director

On June 19, 2023, the Board elected Nir Naor to serve as a member of the Board, effective June 20, 2023, filling the vacancy created by Mr. Taub’s resignation. Concurrently with his appointment to the Board, Mr. Naor will join the Board’s Audit Committee (the “Audit Committee”), serving as Chair, and the Board’s Governance, Nominating and Compensation Committee (the “GNC Committee”), serving as a member. Mr. Naor was elected to serve until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

There are no understandings or arrangements between Mr. Naor and any other person pursuant to which he was selected to serve as a director of the Company and there are no reportable transactions under Item 404(a) of Regulation S-K.

Mr. Naor will receive the following compensation under the Company’s Second Amended and Restated Compensation Plan for his service on the Board: (a) an initial grant of 11,999 shares of restricted stock of the Company (“Restricted Stock”), consisting of (i) 6,666 shares of Restricted Stock for serving as a director, (ii) 3,333 shares of Restricted Stock for serving as Chair of the Audit Committee, and (iii) 2,000 shares of Restricted Stock for serving as a member of the GNC Committee; and (b) an annual award immediately following each annual meeting of stockholders of the Company consisting of (i) either a nonqualified stock option to purchase 6,666 shares of the Company’s common stock, par value $0.00005 per share (“Common Stock”) or 6,666 shares of Restricted Stock for serving as a director, (ii) either a nonqualified stock option to purchase 3,333 shares of Common Stock or 3,333 shares of Restricted Stock for serving as Chair of the Audit Committee, and (iii) either a nonqualified stock option to purchase 2,000 shares of Common Stock or 2,000 shares of Restricted Stock for serving as a member of the GNC Committee. Every option and restricted stock award will vest monthly as to 1/12 the number of shares subject to the award over a period of twelve months, provided that Mr. Naor remains a member of the Board on each such vesting date, or, in the case of a committee award, remains a member of the committee on each such vesting date.

On June 20, 2023, the Company issued a press release announcing the election of Mr. Naor to the Company’s Board, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number	Description
99.1	Press Release dated June 20, 2023
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

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: June 20, 2023	By:	/s/ Chaim Lebovits
		Chaim Lebovits
		Co-Chief Executive Officer

EX-99.1

Exhibit 99.1

BrainStorm Cell Therapeutics Appoints Nir Naor as Board Member and Audit Committee Chair

NEW YORK, June 20, 2023 /PRNewswire/ -- BrainStorm Cell Therapeutics Inc. (NASDAQ: BCLI), a leading developer of adult stem cell therapeutics for neurodegenerative diseases, today announced the appointment of Nir Naor, CPA, CFA, MBA (IMD), LL.M, as Board Member, chairman of its Audit Committee and member of its Governance, Nomination and Compensation Committee (GNC), effective June 20. Mr. Naor is replacing Mr. Malcolm Taub, who will retire from the same roles after 14 years of service on the Company’s board of directors.

"We welcome the addition of Nir as a new independent board member, and we are confident that his impressive corporate experience in both the U.S. and Europe will add further breadth to the Company’s finance and compliance capabilities,” said Chaim Lebovits, President and Chief Executive Officer of BrainStorm. “I believe BrainStorm has much to gain from Nir’s expertise as we prepare for success and position the company for our first potential commercial launch”.

Mr. Naor remarked, "I am delighted to join BrainStorm at this exciting point in the company’s evolution. I am impressed by the vision of the management team and in their commitment to serving ALS patients, who are in dire need of new treatments."

Mr. Lebovits concluded, "I would like to thank our colleague and dear friend Malcolm Taub for his long-standing contributions to Brainstorm. Malcolm has been a vital part of the company throughout our formative years - from being a small pre-clinical company, to an advanced-stage stem cell treatments’ manufacturer.”

Nir Naor has over 20 years of global work experience as CFO and senior finance leader, with the majority of his career spent at U.S. and European corporations. He has a broad background that includes large pharma and biotech, and has overseen organizations with up to $2.5B in sales and $1B in annual spend. His experience includes serving as CFO of Arbor Pharmaceuticals, a PE-backed (KKR) company, and was instrumental in its sale to Azurity Pharma / NovaQuest Capital. He also founded the Portfolio Management function in UCB, and later on became UCB’s US CFO. Mr. Naor’s CFO experience includes IPO Preparedness projects, as well as leading turnarounds, and finance transformations, while overseeing Finance, IT, Investor Relations, Contracting & Pricing and Commercial Ops functions at AstraZeneca, UCB and Mölnlycke Healthcare. Prior to joining the industry, Nir worked as an Investment Banker, specializing in IPOs and M&A, and prior to that was a commercial Lawyer. In addition, Mr. Naor currently serves as an advisor and advisory-board member to several biotech and tech startups.

Mr. Naor is a Certified Public Accountant (CPA), Chartered Financial Analyst (CFA) and Advocate. He holds a Master of Business Administration from IMD Business School in Switzerland, and a master degree in Law from Hamburg University in Germany. He also received a bachelor degree in Law (LL.B) and BA (Accounting) from Tel Aviv University In Israel.

About BrainStorm Cell Therapeutics Inc. 

BrainStorm Cell Therapeutics Inc. is a leading developer of innovative autologous adult stem cell therapeutics for debilitating neurodegenerative diseases. The Company holds the rights to clinical development and commercialization of the NurOwn® technology platform used to produce autologous MSC-NTF cells through an exclusive, worldwide licensing agreement. Autologous MSC-NTF cells have received Orphan Drug designation status from the U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA) for the treatment of amyotrophic lateral sclerosis (ALS). BrainStorm has completed a Phase 3 pivotal trial in ALS (NCT03280056); this trial investigated the safety and efficacy of repeat-administration of autologous MSC-NTF cells and was supported by a grant from the California Institute for Regenerative Medicine (CIRM CLIN2-0989). BrainStorm completed under an investigational new drug application a Phase 2 open-label multicenter trial (NCT03799718) of autologous MSC-NTF cells in progressive MS and was supported by a grant from the National MS Society (NMSS).

Safe-Harbor Statement 

Statements in this announcement other than historical data and information, including statements regarding BrainStorm's Type A meeting with the FDA and the clinical development of NurOwn^® as a therapy for the treatment of ALS, constitute "forward-looking statements" and involve risks and uncertainties that could cause BrainStorm Cell Therapeutics Inc.'s actual results to differ materially from those stated or implied by such forward-looking statements. Terms and phrases such as "intend," "should," "could," "will," "believe," "potential," and similar terms and phrases are intended to identify these forward-looking statements. The potential risks and uncertainties include, without limitation, management's ability to successfully achieve its goals, BrainStorm's ability to raise additional capital, BrainStorm's ability to continue as a going concern, prospects for future regulatory approval of NurOwn®, whether BrainStorm's future interactions with the FDA will have productive outcomes, the impacts of the COVID-19 pandemic on our clinical trials, supply chain, and operations, and other factors detailed in BrainStorm's annual report on Form 10-K and quarterly reports on Form 10-Q available at http://www.sec.gov. These factors should be considered carefully, and readers should not place undue reliance on BrainStorm's forward-looking statements. The forward-looking statements contained in this press release are based on the beliefs, expectations, and opinions of management as of the date of this press release. We do not assume any obligation to update forward-looking statements to reflect actual results or assumptions if circumstances or management's beliefs, expectations or opinions should change, unless otherwise required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance, or achievements.

CONTACTS

Investor Relations: 
John Mullaly
LifeSci Advisors, LLC
Phone: +1 617-429-3548
jmullaly@lifesciadvisors.com

Media: 
Lisa Guiterman

Phone: +1 202-330-3431
lisa.guiterman@gmail.com  

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Cover	Jun. 15, 2023
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Document Type	8-K
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Document Period End Date	Jun. 15, 2023
Entity File Number	001-36641
Entity Registrant Name	Brainstorm Cell Therapeutics Inc.
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Entity Tax Identification Number	20-7273918
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Entity Address, Address Line One	1325 Avenue of Americas
Entity Address, Address Line Two	28th Floor
Entity Address, City or Town	New York
Entity Address, State or Province	NY
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Title of 12(b) Security	Common Stock, $0.00005 par value
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