Form 8-K - Current report

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): July 29, 2024

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 5.08 Shareholder Director Nominations.

On July 29, 2024, the Board of Directors (the “Board”) of Brainstorm Cell Therapeutics Inc. (the “Company”) approved that the Company’s 2024 Annual Meeting of Stockholders (the “2024 Annual Meeting”) will be held virtually on Monday, September 16, 2024, at 10:00 a.m. Eastern time. The record date for the determination of stockholders of the Company entitled to receive notice of and to vote at the 2024 Annual Meeting shall be the close of business on August 12, 2024. Because the date of the 2024 Annual Meeting differs by more than thirty (30) days from the anniversary date of the Company’s 2023 Annual Meeting of Stockholders, which was held on December 18, 2023, pursuant to Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), the Company is hereby providing notice of the updated deadlines for stockholder proposals for inclusion in the Company’s proxy materials pursuant to Rule 14a-8 under the Exchange Act, notices of stockholder proposal outside the processes of Rule 14a-8 under the Exchange Act, and notices of director nomination pursuant to Rule 14a-19 under the Exchange Act, which shall supersede the original deadlines therefor as provided in the Company’s proxy statement for the Company’s 2023 Annual Meeting of Stockholders filed with the SEC on November 8, 2023.

Proposals of stockholders intended for inclusion in the Company’s proxy statement for the 2024 Annual Meeting in accordance with Rule 14a-8 must be received by the Company at its principal executive offices no later than August 12, 2024, which the Board has determined to be a reasonable time before the Company expects to begin in print and send its proxy materials in accordance with Rule 14a-8(e). Any such proposal must also comply with the requirements as to form and substance established by the SEC in order to be included in the proxy statement relating to the 2024 Annual Meeting.

Pursuant to Rule 14a-4 under the Exchange Act, stockholders who wish to make a proposal at the 2024 Annual Meeting (other than a proposal intended for inclusion in the Company’s proxy statement for the 2024 Annual Meeting in accordance with Rule 14a-8) must notify the Company not later than August 12, 2024, which the Board has determined to be a reasonable time before the Company expects to begin in print and send its proxy materials in accordance in accordance with Rule 14a-4(c). If a stockholder who wishes to present such a proposal fails to notify the Company by August 12, 2024, and such proposal is brought before the 2024 Annual Meeting, then under the SEC’s proxy rules, the proxies solicited by management with respect to such meeting will confer discretionary voting authority with respect to such stockholder proposal on those persons selected by management to vote the proxies. Even if a stockholder makes a timely notification, those persons selected by management to vote the proxies may still exercise discretionary voting authority under circumstances consistent with Rule 14a-4.

To comply with universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company’s nominees pursuant to Rule 14a-19 must provide notice that sets forth the information required by Rule 14a-19 no later than August 9, 2024, which is the 10^th calendar date following the date hereof pursuant to Rule 14a-19(b).

Any stockholder proposal for inclusion in the Company’s proxy materials pursuant to Rule 14a-8, notice of stockholder proposal outside the processes of Rule 14a-8 or notice of director nomination pursuant to Rule 14a-19 should be sent to the Company at its principal executive offices at the following address: Brainstorm Cell Therapeutics Inc., 1325 Avenue of Americas, 28th Floor, New York, NY 10019. In order to curtail controversy as to the date on which a proposal was received by the Company, it is suggested that stockholders submit abovementioned proposals or notices they might have by certified mail, return receipt requested to the Company.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
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: July 30, 2024	By:	/s/ Chaim Lebovits
		Chaim Lebovits
		Chief Executive Officer

Cover	Jul. 29, 2024
Cover [Abstract]
Document Type	8-K
Amendment Flag	false
Document Period End Date	Jul. 29, 2024
Entity File Number	001-36641
Entity Registrant Name	Brainstorm Cell Therapeutics Inc.
Entity Central Index Key	0001137883
Entity Tax Identification Number	20-7273918
Entity Incorporation, State or Country Code	DE
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
Entity Address, Postal Zip Code	10019
City Area Code	201
Local Phone Number	488-0460
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false
Title of 12(b) Security	Common Stock, $0.00005 par value
Trading Symbol	BCLI
Security Exchange Name	NASDAQ
Entity Emerging Growth Company	false