BRAINSTORM CELL THERAPEUTICS INC.

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION****

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

**Proxy Statement Pursuant to Section 14(a)

of the Securities Exchange Act of 1934 (Amendment No. )

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☐ Preliminary Proxy Statement

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☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material Pursuant to §240.14a-12

BRAINSTORM CELL THERAPEUTICS INC.**

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**BRAINSTORM CELL****THERAPEUTICS INC.

1325 AVENUE OF AMERICAS, 28TH FLOOR

NEW YORK, NY 10019

(201) 488-0460

**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS TO BE HELD

JUNE 25, 2025

Dear Stockholder:

You are cordially invited to virtually attend the 2025 annual meeting of stockholders, or the Annual Meeting, of Brainstorm Cell Therapeutics Inc. The Annual Meeting will be held via the Internet at a virtual audio web conference at www.virtualshareholdermeeting.com/BCLI2025 on June 25, 2025 at 10:00 a.m., Eastern time.

Only stockholders who owned shares of our common stock at the close of business on May 7, 2025 are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. At the Annual Meeting, the stockholders will consider and vote on the following matters:

1. To elect Dr. Irit Arbel, Dr. Menghisteab Bairu, Prof. Jacob Frenkel, Mr. Nir Naor, Dr. Anthony Polverino, Mr. Uri Yablonka and Dr. Stacy Lindborg as members of our board of directors, or our Board, to serve until the next annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal;

2. To ratify the appointment of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, as our independent registered public accounting firm for the fiscal year ending December 31, 2025;

3. To approve, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of our common stock, or our Common Stock, issuable upon the exercise of certain common warrant issued by us on April 1, 2025, or the Common Warrant, in an amount equal to or in excess of twenty percent (20%) of the shares of our Common Stock outstanding immediately prior to the issuance of such warrant, or the Issuance Proposal;

4. To approve amendments to the Company’s 2014 Stock Incentive Plan and the Company’s 2014 Global Share Option Plan (the “2014 Plans”) to increase the shared pool of shares available for issuance under the Company’s 2014 Plans by 2,000,000 shares from 906,666 shares to 2,906,666 shares; and

5. To transact such other business that may properly come before the Annual Meeting and any adjournments or postponements of the Annual Meeting.

The Annual Meeting will be a “virtual meeting” of stockholders, which will be conducted exclusively via the Internet at a virtual web conference. There will not be a physical meeting location, and stockholders will not be able to attend the Annual Meeting in person. This means that you can attend the Annual Meeting online, vote your shares during the online meeting and submit questions during the online meeting. We believe that hosting a “virtual meeting” will enable greater stockholder attendance and participation from any location around the world.

You can find more information, including the nominees for director, in the proxy statement for the Annual Meeting, which is available for viewing, printing and downloading at https://www.proxyvote.com. Our Board recommends that you vote “FOR” each of the directors (Proposal No. 1), “FOR” the ratification of the appointment of the independent registered public accounting firm (Proposal No. 2), “FOR” the approval of the Issuance Proposal (Proposal No. 3), and “FOR” the approval of amendments to the 2014 Plans (Proposal No. 4) as outlined in the attached proxy statement.

We are pleased to comply with the rules of the Securities and Exchange Commission, or SEC, that allow companies to distribute their proxy materials over the Internet under the “notice and access” approach. As a result, we are sending to our stockholders a Notice of Internet Availability of Proxy Materials, or the Notice of Availability, instead of a paper copy of this proxy statement and our annual report for the fiscal year ended December 31, 2024, or the 2024 Annual Report. We will mail the Notice of Availability on or about May 16, 2025, and the Notice of Availability contains instructions on how to access our proxy materials over the Internet. The Notice of Availability also contains instructions on how each of our stockholders can receive a paper copy of our proxy materials, including the proxy statement, our 2024 Annual Report, and a form of proxy card.

Your vote is important regardless of the number of shares you own. Whether or not you expect to virtually attend the Annual Meeting online, please vote your shares to ensure your representation and the presence of a quorum at the Annual Meeting. If you are a stockholder of record, you may vote your shares prior to the Annual Meeting on the Internet by visiting www.proxyvote.com by telephone by calling +1 800 690 6903 and following the recorded instructions, or by completing, signing, dating, and returning a proxy card. If you mail your proxy card or vote by telephone or the Internet and then decide to attend the Annual Meeting and vote your shares online during the Annual Meeting, you may still do so. Your proxy is revocable in accordance with the procedures set forth in the proxy statement.

If your shares are held in “street name,” that is, held for your account by a bank, broker or other nominee, you will receive instructions from the bank, broker or other nominee that you must follow for your shares to be voted. Stockholders that hold shares in “street name” must demonstrate proof of beneficial ownership to virtually attend the Annual Meeting and must obtain a legal proxy from their bank, broker or other nominee to vote during the Annual Meeting.

Further information about how to attend the Annual Meeting online, vote your shares and submit questions is included in the accompanying proxy statement.

On behalf of the Board, we would like to express our appreciation for your continued interest in our company.

By Order of the Board of Directors,

/s/ Chaim Lebovits

Chaim Lebovits

Chief Executive Officer

New York, New York

May 16, 2025

Important Notice Regarding Internet Availability of Proxy Materials: The attached proxy statement and our 2024 Annual Report, which includes our annual report on Form 10-K for the fiscal year ended December 31, 2024, are available for viewing, printing and downloading at www.proxyvote.com. If you would like to request a copy of the material(s) for this stockholder meeting, you may (1) visit www.proxyvote.com, (2) call 1-800-579-1639 or (3) send an email to sendmaterial@proxyvote.com. This proxy statement and our annual report on Form 10-K for the fiscal year ended December 31, 2024 are also available on the SEC’s website at http://www.sec.gov.

BRAINSTORM CELL****THERAPEUTICS INC.

PROXY STATEMENT

TABLE OF CONTENTS

BRAINSTORM CELL****THERAPEUTICS INC.

**1325 AVENUE OF AMERICAS, 28TH FLOOR

NEW YORK, NY 10019

(201) 488-0460

PROXY STATEMENT

2025 ANNUAL MEETING OF STOCKHOLDERS

To Be Held on June 25, 2025