BRAINSTORM CELL THERAPEUTICS INC.

Current report

On May 4, 2026, subsequent to the quarter ended March 31, 2026, the Company entered into two separate Securities Purchase Agreements with two accredited investors and issued, in private placement transactions, an aggregate of up to 210,526 shares of Common Stock and Common Warrants to purchase up to 252,631 shares of Common Stock, for aggregate gross proceeds to the Company of $200,000. The shares of Common Stock, the Common Warrants, and the shares of Common Stock issuable upon exercise thereof were offered and sold without registration under the Securities Act in reliance on the exemptions from the registration requirements of Section 5 of the Securities Act provided by Section 4(a)(2) thereof and/or Rule 506 of Regulation D promulgated thereunder. Each investor represented that it was an “accredited investor,” as defined in Rule 501 of Regulation D, and that it was acquiring the securities for its own account for investment purposes only and not with a view to, or for sale in connection with, any distribution thereof. Neither the Company nor any person acting on its behalf engaged in any form of general solicitation or general advertising within the meaning of Rule 502 of Regulation D in connection with the offering. The securities have not been registered under the Securities Act or any applicable state securities laws, and may not be offered or sold in the United States absent an effective registration statement or an applicable exemption from such registration requirements.

Previous report

We recently transferred the trading of our common stock from The Nasdaq Stock Market to the OTCQB Venture Market after our common stock was delisted from The Nasdaq. Because our common stock is quoted on the OTCQB Venture Market, your ability to sell your shares in the secondary trading market may be limited.

Previous report

On July 17, 2025, the Company announced that it has received a delisting notification from The Nasdaq, informing the company that its common stock will be delisted from the Nasdaq Capital Market. Trading of our common stock on Nasdaq was suspended at the open of trading on July 18, 2025. The delisting is a result of our non-compliance with Nasdaq Listing Rule 5550(b)(1), pertaining to its minimum shareholder equity requirement. The Company’s shares started trading on the OTCQB Venture Market, a U.S. trading platform operated by OTC Markets Group, under the same symbol, BCLI, beginning at the open of trading on July 18, 2025.

Previous report

As a result of the transfer of the our common stock from Nasdaq to the OTCQB Venture Market, we anticipate that our stockholders could experience negative consequences related to our securities, including but not limited to: limited availability of market quotations for our securities; a reduced level of trading activity in the secondary trading market for shares of our common stock; a limited amount of analyst coverage; and decreased ability to issue additional securities or obtain additional financing in the future.

Previous report

Because our common stock is quoted on the OTCQB Venture Market, your ability to sell your shares in the secondary trading market may be limited. Since July 18, 2025, the OTCQB Venture Market is the only liquidity platform for our common stock. We cannot assure our stockholders that our common stock will continue to trade on this liquidity platform, whether broker-dealers will continue to provide public quotes of our common stock on this liquidity platform, whether the trading volume of our common stock will be sufficient to provide for respective efficient liquidity platforms or whether quotes for our common stock will continue on this liquidity platform in the future, which could result in significantly lower trading volumes and reduced liquidity for investors seeking to buy or sell our common stock. As a result, prices for shares of our common stock may be lower than might otherwise prevail if our common stock was listed on a national securities exchange.

Previous report

The National Securities Markets Improvement Act of 1996, which is a federal statute, prevents or preempts the states from regulating the sale of certain securities, which are referred to as “covered securities.” Shares of our common stock were considered to be covered securities because they were listed on Nasdaq. Because our common stock is no longer listed on Nasdaq, our common stock is not deemed covered securities, and we are subject to regulation in each state in which we offer our securities.

Previous report

We Have Incurred Unsecured Indebtedness That Could Adversely Affect Our Financial Condition and Results of Operations.

Previous report

Between November 2024 and March 2025, we entered into several unsecured short-term loan agreements with third-party lenders in an aggregate principal amount of approximately $1.2 million to finance our working capital. As of the date of this report, we have repaid approximately $1.1 million of the principal amount, and approximately $100,000 in principal remains outstanding. While the proceeds of these loans provide us with additional working capital, the incurrence of indebtedness increases our financial obligations and requires us to dedicate a portion of our cash resources to the payment of principal and interest. Our ability to make payments on this indebtedness will depend on our future financial performance, which is subject to various risks and uncertainties, including those discussed elsewhere in this report. If we are unable to secure sufficient cash flows to service our debt obligations, our business, financial condition, and results of operations could be adversely affected.