8-K - Brainstorm Cell Therapeutics Inc. | StockGist

AI Analysis

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On February 9, 2026, Brainstorm Cell Therapeutics Inc. entered into a Securities Purchase Agreement for a $1,000,000 private placement of common stock and warrants in two closings. The company sold shares and pre-funded warrants at $0.60 per unit, along with common warrants exercisable at $1.00, with proceeds designated for working capital.

Key Takeaways

1The Company entered into a Securities Purchase Agreement on February 9, 2026, for an aggregate subscription amount of $1,000,000.

2The transaction involves two closings of $500,000 each; the first closing occurred on February 9, 2026, and the second is scheduled 30 days later.

3The purchase price is $0.60 per share or pre-funded warrant; common warrants have an exercise price of $1.00 per share.

4Common warrants will be issued for a number of shares equal to 120% of the total shares and pre-funded warrants purchased.

5The Company agreed to file a registration statement for the resale of the securities within 45 calendar days.

6Net proceeds from the offering will be used for working capital purposes.

Current Report Details

Event Type

Material Agreement

Securities Issuance

Exhibits On

Disclosure

Mandatory

Variant

8-K

Items Reported

1.01

Entry into a Material Definitive Agreement. On February 9, 2026, Brainstorm Cell Therapeutics Inc. (the “ Company ”) entered into a Securities Purchase Agreemen

Material Agreement

$1.0M$500.0K$500.0K$1.00

Source Document

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

Securities Issuance

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 Securitie

Exhibits Only

Transaction Details

Material Agreement

Agreement: Securities Purchase Agreement
Parties: Brainstorm Cell Therapeutics Inc., Accredited Investor

•Aggregate subscription amount of $1,000,000.
•Two closings: $500,000 at first closing and $500,000 at second closing.
•First closing occurred on February 9, 2026.
•Second closing scheduled 30 days after the first closing.
•Per share purchase price of $0.60.
•Per Pre-Funded Warrant purchase price of $0.5995 ($0.60 less $0.0005).
•Pre-Funded Warrant exercise price of $0.00005 per share.
•Common Warrants exercisable for 120% of total shares and Pre-Funded Warrants purchased.
•Common Warrant exercise price of $1.00 per share.
•Common Warrants have a term of five (5) years from the date of issuance.
•Beneficial ownership limitation of 4.99% (or 9.99% at investor election).
•Company to file registration statement within 45 calendar days.
•Company to use commercially reasonable efforts to have registration statement declared effective within 181 days.
•Net proceeds to be used for working capital purposes.

Exhibits (4)

10.1

EXHIBIT 10.1

4.1

EXHIBIT 4.1

4.2

EXHIBIT 4.2

8-K

FORM 8-K