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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 16, 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendments to the 2014 Stock Incentive Plan and 2014 Global Share Option Plan
As described below, on September 16, 2024, Brainstorm Cell Therapeutics Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”), virtually via the internet, and the stockholders of the Company approved Amendment No. 4 to the 2014 Stock Incentive Plan, as amended, and Amendment No. 4 to the 2014 Global Share Option Plan, as amended (collectively, the “Amendments to the 2014 Plans”). The Amendments to the 2014 Plans amend each of the 2014 Stock Incentive Plan, as amended, and 2014 Global Share Option Plan, as amended, respectively (collectively, the “Original 2014 Plans”) to (i) increase the shared pool of shares of the Company’s common stock, par value $0.00005 per share (the “Common Stock”) available for issuance under the Company’s Original 2014 Plans by 8,000,000 shares of Common Stock, resulting in a shared pool of 13,600,000 shares of Common Stock, and (ii) extend the term of each of the Original 2014 Plans by ten years.
The Company’s officers and directors are among the persons eligible to receive awards under the Original 2014 Plans, as amended by the Amendments to the 2014 Plans, in accordance with the terms and conditions thereunder. A detailed summary of the Original 2014 Plans, as amended by the Amendments to the 2014 Plans, is set forth in Proposal No. 4 in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on August 16, 2024 (the “Proxy Statement”). Such detailed summary of the Original 2014 Plans, as amended by the Amendments to the 2014 Plans and the foregoing description of the Original 2014 Plans, as amended by the Amendments to the 2014 Plans, are qualified in their entirety by reference to the full text of the Original 2014 Plans and the Amendments to the 2014 Plans, copies of which are filed as Exhibits 10.1 through 10.10 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
During the Annual Meeting, the Company’s stockholders approved amendments to the Company’s certificate of incorporation, as amended, to (i) increase the number of authorized shares of Common Stock from 100,000,000 shares to 250,000,000 (the “Authorized Share Increase Amendment”) and (ii) authorize the Board of Directors (the “Board”), in its discretion, should it deem it to be appropriate and in the best interests of the Company and its stockholders, to amend the Company’s certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock by a ratio between 1-for-5 and 1-for-15, inclusive, without further approval or authorization of the Company’s stockholders (the “RSS Amendment”).
The Authorized Share Increase Amendment related to increasing the number of authorized shares of Common Stock to 250,000,000 shares became effective upon filing of the Certificate of Amendment to the certificate of incorporation with the Secretary of State of the State of Delaware on September 16, 2024. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The RSS Amendment related to the reverse stock split allows the Board to effect a reverse stock split between 1-for-5 and 1-for-15, inclusive, at any time on or before September 16, 2025, at the Board’s discretion.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the Proxy Statement. The following actions were taken at the Annual Meeting:
1. Stockholders elected the seven (7) nominees (listed below) for election to the Company’s Board to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal, based upon the following votes:
| Votes For | Votes Withheld |
Broker Non-Votes |
||||||||||
| Dr. Irit Arbel | 24,307,140 | 5,036,227 | 24,890,951 | |||||||||
| Dr. Anthony Polverino | 23,926,721 | 5,416,646 | 24,890,951 | |||||||||
| Dr. Jacob Frenkel | 25,469,246 | 3,874,121 | 24,890,951 | |||||||||
| Uri Yablonka | 25,441,965 | 3,901,402 | 24,890,951 | |||||||||
| Dr. Menghisteab Bairu | 26,111,531 | 3,231,836 | 24,890,951 | |||||||||
| Nir Naor | 23,928,445 | 5,414,922 | 24,890,951 | |||||||||
| Dr. Stacy Lindborg | 26,155,027 | 3,188,340 | 24,890,951 | |||||||||
2. Stockholders approved the proposal to ratify the appointment of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024, based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 49,943,565 | 1,050,750 | 3,240,003 | 0 | |||||||||||
3. Stockholders approved the Amendment to the Company’s certificate of incorporation, as amended, to increase the number of authorized shares of Common Stock from 100,000,000 shares to 250,000,000 shares, based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 42,626,189 | 11,045,643 | 562,486 | 0 | |||||||||||
4. Stockholders approved of amendments to the Company’s Original 2014 Plans to increase the shared pool of shares available for issuance under the Original 2014 Plans by 8,000,000 shares from 5,600,000 shares to 13,600,000 shares and extend the terms of the Original 2014 Plans by ten years each, based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 20,524,249 | 8,592,455 | 226,663 | 24,890,951 | |||||||||||
5. Stockholders approved an amendment to the Company’s certificate of incorporation to authorize the Board, in its discretion, should it deem it to be appropriate and in the best interests of the Company and its stockholders, to amend the Company’s certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock by a ratio between 1-for-5 and 1-for-15, inclusive, without further approval or authorization of the Company’s stockholders. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 42,880,098 | 11,293,834 | 60,386 | 0 | |||||||||||
6. The stockholders approved, on a non-binding advisory basis, holding advisory votes on the compensation of the Company’s named executive officers every three years, based upon the following vote:
| Votes For 1 Year | Votes For 2 Years | Votes For 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 8,221,436 | 551,403 | 17,721,476 | 2,849,052 | 24,890,951 | ||||||||||||||
7. The stockholders of the Company approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, based upon the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 23,439,724 | 2,640,861 | 3,262,782 | 24,890,951 | |||||||||||
Item 9.01 Financial Statements and Exhibits.
(d): Exhibits:
* Filed herewith.
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 16, 2024 | By: | /s/ Chaim Lebovits |
| Chaim Lebovits | ||
| Chief Executive Officer | ||
Exhibit 3.1
CERTIFICATE OF AMENDMENT
TO THE CERTIFICATE OF INCORPORATION
OF
BRAINSTORM CELL THERAPEUTICS INC.
a Delaware corporation
Brainstorm Cell Therapeutics Inc. (hereinafter called the “Corporation”), organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify as follows:
The Board of Directors of the Corporation, by unanimous written consent, and the Stockholders of the Corporation, at a duly called and held meeting, duly approved and adopted a resolution, pursuant to Sections 141 and 242 of the General Corporation Law of the State of Delaware, to amend the Certificate of Incorporation of the Corporation. The resolution setting forth the amendment is as follows:
RESOLVED: That the Certificate of Incorporation of the Corporation be amended by replacing the first sentence of Article FOURTH thereof with the following:
FOURTH: The Corporation shall have authority to issue Two Hundred and Fifty Million (250,000,000) shares of Common Stock, par value $0.00005 per share (the “Common Stock”).
IN WITNESS WHEREOF, the Corporation has caused this Certificate of Amendment to the Certificate of Incorporation to be signed by a duly authorized officer of the Corporation on this 16th day of September, 2024.
| BRAINSTORM CELL THERAPEUTICS INC. | ||
| By: | /s/ Chaim Lebovits | |
| Name: Chaim Lebovits | ||
| Title: Chief Executive Officer | ||
Exhibit 10.5
BRAINSTORM CELL THERAPEUTICS INC.
AMENDMENT NO. 4
TO
2014 STOCK INCENTIVE PLAN
The 2014 Stock Incentive Plan (the “Plan”) of Brainstorm Cell Therapeutics Inc., a Delaware corporation (the “Company”), is hereby amended by this AMENDMENT NO. 4 as follows:
Section 4(a)(1) of the Plan is hereby deleted in its entirety and a new Section 4(a)(1) is inserted in lieu thereof which shall read as follows:
“(1). Authorized Number of Shares. Subject to adjustment under Section 7. Awards may be made under the Plan for up to 13,600,000 shares (which number reflects any stock split or reverse stock split prior to the date of its adoption, and which number shall be automatically adjusted after the date of its adoption in accordance with Section 7(a) below) of common stock, $0.00005 par value per share, of the Company (the “Common Stock”). Subject to such overall limitation, no more than 13,600,000 shares of Common Stock (subject to adjustment under Section 7) may be issued under the Plan in the form of Incentive Stock Options (as defined in Section 5(b)). Shares issued under the Plan may consist in whole or in part of authorized but unissued shares or treasury shares.”
Section 9(c) of the Plan is hereby deleted in its entirety and a new Section 9(c) is inserted in lieu thereof which shall read as follows:
“(c). Effective Date and Term of Plan. The Plan shall become effective on the date the Plan is approved by the Company’s stockholders (the “Effective Date”). No Awards shall be granted under the Plan after August 14, 2034. but Awards previously granted may extend beyond that date.”
Except as set forth above, the remainder of the Plan remains in full force and effect.
**********
Adopted by the Board of Directors of the Company: August 5, 2024.
Adopted by the Stockholders of the Company: September 16, 2024.
Exhibit 10.10
BRAINSTORM CELL THERAPEUTICS INC.
AMENDMENT NO. 4
TO
2014 GLOBAL SHARE OPTION PLAN
The 2014 Global Share Option Plan (the “Plan”) of Brainstorm Cell Therapeutics Inc., a Delaware corporation (the “Company”), is hereby amended by this AMENDMENT NO. 4 as follows:
Section 5.1 of the Plan is hereby deleted in its entirety and anew Section 5.1 is inserted in lieu thereof which shall read as follows:
“5.1 The Company has reserved 13,600,000 authorized but unissued Shares for the purposes of the Plan and for the purpose of the Company’s other share option plans when applicable, subject to adjustment as set forth in Section 7 below. The pool of shares available for issuance under the Plan is the same pool of shares reserved and available for issuance under the 2014 U.S. Stock Option and Incentive Plan (the “U.S. Plan”). Accordingly, shares issued pursuant to awards under either the Plan or the U.S. Plan shall reduce the number of shares available for future issuance under each plan. The shares available for issuance under the U.S. Plan and the Plan may be authorized but unissued shares of Stock or shares of Stock reacquired by the Company. Any Shares which remain unissued and which are not subject to outstanding Awards at the termination of the Plan shall cease to be reserved for the purpose of the Plan, but until termination of the Plan the Company shall at all times reserve a sufficient number of Shares to meet the requirements of the Plan. Should any Award for any reason expire or be canceled prior to its exercise or relinquishment in full, the Share or Shares subject to such Award may again be subjected to an Award under the Plan or under future plans.”
Section 13 of the Plan is hereby deleted in its entirety and a new Section 13 is inserted in lieu thereof which shall read as follows:
“The Plan shall be effective as of the day it was adopted by the Board and shall terminate on July 9, 2034.
The Company shall obtain the approval of the Company’s stockholders for the adoption of this Plan or for any amendment to this ISOP, if stockholders’ approval is necessary or desirable to comply with any applicable law including without limitation the U.S. securities law or the securities laws of other jurisdiction applicable to Awards granted to Participants under this Plan, or if stockholders’ approval is required by any authority or by any governmental agencies or national securities exchanges including without limitation the LIS Securities and Exchange Commission.”
Except as set forth above, the remainder of the Plan remains in full force and effect.
**********
Adopted by the Board of Directors of the Company: August 5, 2024.
Adopted by the Stockholders of the Company: September 16,2024.