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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): September 18, 2022

 

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 1.01 Entry into a Material Definitive Agreement.

 

The information contained in Item 5.02 below is incorporated by reference into this Item 1.01.

 

The description of the Amendment (as defined below) with Dr. Stacy Lindborg does not purport to be complete and is qualified in its entirety by the full text of Amendment No. 2 to Offer Letter Agreement, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

 

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

 

On September 18, 2022, Brainstorm Cell Therapeutics Inc. (the “Company”) and Dr. Stacy Lindborg entered into an amendment (the “Amendment”) to Dr. Lindborg’s offer letter agreement (the “Agreement”). Pursuant to the Amendment, Dr. Lindborg is entitled to receive at the first Governance, Nominating and Compensation Committee (the “Compensation Committee”) meeting that occurs on or after each anniversary of the effective date of the Agreement, a grant of restricted stock under the Company’s 2014 Stock Incentive Plan (or any successor or other equity plan then maintained by the Company) comprised of up to 35,000 shares of common stock of the Company, $0.00005 par value (“Common Stock”) (each, an “Equity Grant”). Each Equity Grant shall vest as to twenty-five percent (25%) of the award on each of the first, second, third and fourth anniversary of the date of grant, provided Dr. Lindborg remains continuously employed by the Company from the date of grant through each applicable vesting date. Each Equity Grant shall be subject to accelerated vesting upon a Change of Control (as defined in the Agreement and Amendment) of the Company. In the event of Dr. Lindborg’s termination of employment, any portion of an Equity Grant that is not yet vested (after taking into account any accelerated vesting) shall automatically be immediately forfeited to the Company, without the payment of any consideration to the Executive.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.   Description
10.1   Amendment No. 2 to Offer Letter Agreement dated September 18, 2022 between Brainstorm Cell Therapeutics Inc. and Dr. Stacy Lindborg.
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: September 22, 2022 By: /s/ Chaim Lebovits
    Chaim Lebovits
    Chief Executive Officer

 

 

 

EX-10.1 2 tm2226431d1_ex10-1.htm EXHIBIT 10.1

Exhibit 10.1

 

AMENDMENT No. 2 TO OFFER LETTER AGREEMENT

 

This AMENDMENT NO. 2 TO OFFER LETTER AGREEMENT (the “Amendment”) is effective as of September 18, 2022 (“Amendment Effective Date”), by and between BRAINSTORM CELL THERAPEUTICS INC., a Delaware corporation with a mailing address of 1325 Avenue of Americas, 28th Floor New York, NY 10019(the “Company”), and DR. STACY LINDBORG, an individual, with a mailing address of (the “Executive”).

 

WITNESSETH:

 

WHEREAS, Company and Executive entered into that certain Offer Letter Agreement, effective as of June 1, 2020 (as amended, modified and supplemented and as may be amended, restated, modified and supplemented from time to time, the “Agreement”); and

 

WHEREAS, Company and Executive desire to amend and clarify the terms of their Agreement as provided in this Amendment.

 

NOW, THEREFORE, it is hereby agreed as follows:

 

1.             The terms of the Agreement are hereby amended as follows:

 

a.     Paragraph iv of the Agreement is hereby amended by adding new clause (g) as follows, with defined terms having their respective meanings in the Agreement:

 

(g)   Equity Grant. At the first Governance, Nominating and Compensation Committee (the “Compensation Committee”) meeting that occurs on or after each anniversary of the Effective Date, you shall receive a grant of restricted stock under the Company’s 2014 Stock Incentive Plan (or any successor or other equity plan then maintained by the Company) comprised of up to 35,000 shares of restricted common stock of the Company (such number subject to equitable and proportionate adjustment in the case of a stock split, reverse stock split or similar corporate event as determined by the Compensation Committee in its sole discretion) (the “Equity Grant”). Each Equity Grant shall be contingent upon your execution of one or more restricted stock agreements in such form and substance as may reasonably be determined by the Company. Each Equity Grant shall vest as to twenty-five percent (25%) of the award on each of the first, second, third and fourth anniversary of the date of grant, provided you remain continuously employed by the Company from the date of grant through each applicable vesting date. Each Equity Grant shall be subject to accelerated vesting upon a Change of Control (as defined below) of the Company and such other accelerated vesting as provided in this Agreement or the Plan (and any award agreement evidencing such grant, to the extent such award agreement contains more preferential terms). In the event of your termination of employment, you shall retain your right to any vested shares (after taking into account any accelerated vesting) and any portion of the Equity Grant that is not yet vested (after taking into account such accelerated vesting) shall automatically be immediately forfeited to the Company, without the payment of any consideration to you. In addition, you shall be entitled to receive additional equity or equity-based awards, including stock options, as determined by the Board (or the Compensation Committee ) in its sole discretion.

 

b.     Paragraph iv of the Agreement is hereby amended by adding new clause (h) as follows, with defined terms having their respective meanings in the Agreement:

 

 


 

(h)   “Change of Control” means the first to occur of any of the following: (i) The sale, transfer, conveyance or other disposition by the Company, in one or a series of related transactions, whereby an independent third party(s) becomes the beneficial owner of a majority of the voting securities of the Company; (ii) any merger, consolidation or similar transaction involving the Company, other than a transaction in which the stockholders of the Company immediately prior to the transaction hold immediately thereafter in the same proportion as immediately prior to the transaction not less than 50% of the combined voting power of the then voting securities with respect to the election of the Board of Directors of the resulting entity; or (iii) any sale of all or substantially all of the assets of the Company. Notwithstanding the foregoing, no change in ACCBT Corp., ACC International Holdings Ltd. or their affiliates’ ownership of the Company shall be deemed a Change of Control under this Agreement, and none of the following shall, either together or alone, constitute a Change of Control: (A) the subscription for, or issuance of Company securities (whether or not constituting more than 50% of the Company’s issued and outstanding securities (unless such subscription or issuance would result in a Change of Control under clause (i) above)); (B) the issuance or exercise of Board appointment or nomination rights of any kind (whether or not relating to a majority of Board members); (C) preemptive rights to purchase securities of the Company, or the exercise of such rights; (D) the right to consent to Company corporate actions; or (E) the exercise of warrants or options.

 

2.             Except as above amended, the Agreement is and shall remain in full force and effect and binding upon the parties.

 

3.             This Amendment may be executed in counterparts, each of which shall be an original, but all of which shall constitute one and the same instrument. A signed copy of this Amendment delivered by facsimile, e-mail or other means of electronic transmission will be deemed to have the same legal effect as delivery of an original signed copy hereof.

 

4.             This Amendment shall be governed under the laws of the State of New York.

 

 


 

IN WITNESS WHEREOF, this Amendment has been executed as of the Amendment Effective Date.

 

 

  THE COMPANY:
   
  BRAINSTORM CELL THERAPEUTICS INC.
   
   
  By: /s/ Chaim Lebovits
  Name: Chaim Lebovits
  Title: President and Chief Executive Officer
   
   
  THE EXECUTIVE:
   
   
  By: /s/ Stacy Lindborg
  Name: Stacy Lindborg