Brainstorm Cell Therapeutics Inc. filed SEC Form 8-K: Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities, Financial Statements and Exhibits
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Item 1.01 Entry into a Material Definitive Agreement.
On February 9, 2026, Brainstorm Cell Therapeutics Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with an accredited investor (the “Investor”), pursuant to which the Company agreed to sell, in a private placement, shares of its common stock, par value $0.00005 per share (the “Common Stock”), and, in lieu of shares as elected by an investor, pre-funded warrants to purchase Common Stock (the “Pre-Funded Warrants). The transaction will occur in two closings. The aggregate subscription amount under the Purchase Agreement is $1,000,000, consisting of $500,000 at the first closing and $500,000 at the second closing. The per share purchase price is $0.60 and the per Pre-Funded Warrant purchase price is $0.60 less $0.0005, and each Pre-Funded Warrant has an exercise price of $0.00005 per share. The Investor may elect to receive Pre-Funded Warrants in lieu of shares to manage beneficial ownership limitations of 4.99% (or, at the investor’s election, 9.99%) immediately following the applicable closing. The Company will also issue to the investors common stock purchase warrants (the “Common Warrants,” and together with the shares of Common Stock and Pre-Funded Warrants sold, the “Securities”) exercisable for a number of shares equal to 120% of the total number of shares and Pre-Funded Warrants purchased by the Investor, with an exercise price of $1.00 per share, subject to adjustment. The shares, Warrants and Pre-Funded warrants will be delivered at each closing on a delivery-versus-payment basis.
The first closing occurred on February 9, 2026. The second closing is scheduled to occur 30 days after the first closing, subject to the terms and conditions of the Purchase Agreement.
The Company agreed to file a registration statement to register the resale by the investors of the Securities as soon as practicable and in any event within 45 calendar days after the date of the Purchase Agreement, to use commercially reasonable efforts to have such registration statement declared effective within 181 days after the closing, and to keep the registration statement effective until no purchaser owns any of the Securities. The Company also agreed to use its reasonable best efforts to maintain the listing of the Common Stock and the shares issuable upon exercise of the Common Warrants and Pre-Funded Warrants on the applicable trading market.
Under the Purchase Agreement, the Company will use the net proceeds for working capital purposes. The Purchase Agreement also contains customary representations, warranties, covenants, closing conditions, indemnification, and other terms for transactions of this type.
The foregoing description of the Purchase Agreement, the Common Warrants, and the Pre-Funded Warrants does not purport to be complete and is qualified in its entirety by reference to the full text of such agreements, which are filed as exhibits 10.1, 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities.
The issuance and sale of the Securities described in Item 1.01 above is hereby incorporated by reference into this Item 3.02, and was made in reliance upon the exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and/or Regulation D promulgated thereunder.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 4.1 | Form of Common Stock Purchase Warrant | |
| 4.2 | Form of Pre-Funded Warrant | |
| 10.1 | Securities Purchase Agreement, dated February 9, 2026 | |
| 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: February 13, 2026 | By: | /s/ Chaim Lebovits |
| Chaim Lebovits | ||
| President and Chief Executive Officer | ||