BRAINSTORM CELL THERAPEUTICS INC.

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM****S-1

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

BRAINSTORM CELL THERAPEUTICS INC**.**

(Exact name of registrant as specified in its charter)

1325 Avenue of Americas, 28th Floor

New York, New York 10019

Phone: (201) 488-0460

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Chaim Lebovits

Chief Executive Officer

Brainstorm Cell Therapeutics Inc.

1325 Avenue of Americas, 28th Floor

New York, New York 10019

Phone: (201) 488-0460

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Faith L. Charles, Esq.

Thompson Hine LLP

300 Madison Avenue, 27th Floor

New York, New York 10017-6232

Phone: (212) 344-5680

Fax: (212) 344-6101

Approximate date of commencement of proposed sale to the public:From time to time after the effective date of this registration statement.

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933 check the following box.☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of Securities Act.☐

The registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.** **

The information in this prospectus is not complete and may be changed. The selling stockholders named in this prospectus may not sell these securities until the registration statement becomes effective. This prospectus is not an offer to sell these securities, and the selling securityholders named in this prospectus are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED May 20, 2026

PROSPECTUS

Up to 1,310,528 Shares of Common Stock

Up to 2,233,334 Shares of Common Stock Issuable Upon Exercise of Pre-Funded Warrants

Up to 4,252,634 Shares of Common Stock Issuable Upon Exercise of Common Stock Purchase Warrants

Offered by the Selling Securityholders Named Herein

This prospectus relates to the resale by the selling securityholders named in this prospectus or their permitted transferees (the “Selling Securityholders”) of (i) up to 1,310,528 shares (the “Shares”) of the Company’s common stock, par value $0.00005 per share (the “Common Stock”), (ii) up to 2,233,334 shares (the “Pre-Funded Warrant Shares”) of Common Stock, issuable upon exercise of pre-funded warrants (the “Pre-Funded Warrants”) and (iii) up to 4,252,634 shares of Common Stock (the “Common Warrant Shares,” and together with the Pre-Funded Warrant Shares, the “Warrant Shares”) issuable upon exercise of common stock purchase warrants (the “Common Stock Purchase Warrants,” and together with the Pre-Funded Warrants, the “Warrants”). The Shares and Warrants were issued, or will be issued in future closings, to the selling securityholders pursuant to (i) that certain Securities Purchase Agreement, dated February 9, 2026, by and among the Company and the investor signatory thereto (the “February 9, 2026 Securities Purchase Agreement”); (ii) that certain Securities Purchase Agreement, dated February 24, 2026, by and among the Company and the investor signatory thereto (the “February 24, 2026 Securities Purchase Agreement”); (iii) the two Security Purchase Agreements, each dated May 11, 2026, by and among the Company and the investor signatories thereto (the “May 11, 2026 Security Purchase Agreements”); and (iv) that certain Securities Purchase Agreement, dated May 19, 2026, by and among the Company and the investor signatory thereto (the “May 19, 2026 Securities Purchase Agreement,” and together with the February 9, 2026 Securities Purchase Agreement, the February 24, 2026 Purchase Agreement and the May 11, 2026 Securities Purchase Agreements, the “Securities Purchase Agreements”).

The securities that may be sold by the Selling Securityholders are referred to in this prospectus as the “Offered Securities.” We will not receive any of the proceeds from the sale by the Selling Securityholders of the Offered Securities; however, we will receive the exercise price of the Warrants upon any exercise of the Warrants by payment of cash. The Pre-Funded Warrants have an exercise price of $0.0005, 3,791,667 of the Common Stock Purchase Warrants have an exercise price of $1.00 and 4,21,055 of the Comon Stock Purchase Warrants have an exercise price of $1.45 per share. The Securities Purchase Agreements have multiple closings, to the extent closings remain with respect to the Securities Purchase Agreements, we will receive additional proceeds from such closings. We will bear all costs, expenses and fees in connection with the registration of the Offered Securities, including with regard to compliance with state securities or “blue sky” laws. The Selling Securityholders will bear all commissions and discounts, if any, attributable to their sale of the Offered Securities, except as otherwise expressly set forth under “Plan of Distribution” beginning on page 95 of this prospectus.

This prospectus describes the general manner in which the Offered Securities may be offered and sold. If necessary, the specific manner in which the Offered Securities may be offered and sold will be described in one or more supplements to this prospectus. Any prospectus supplement may add, update or change information contained in this prospectus. You should carefully read this prospectus, and any applicable prospectus supplement, as well as the documents incorporated by reference herein or therein before you invest in any of our securities.

The Selling Securityholders may offer, sell or distribute Offered Securities publicly or through private transactions. If the Selling Securityholders use underwriters, dealers or agents to sell Offered Securities, we will name them and describe their compensation in a prospectus supplement. The price to the public of those securities and the net proceeds the Selling Securityholders expect to receive from that sale will also be set forth in a prospectus supplement.

Our Common Stock is quoted on the OTCQB market tier operated by OTC Markets Group Inc. (“OTCQB”) under the symbol “BCLI”. On May 15, 2026, the last reported sale price of our Common Stock on the OTCQB was $0.716 per share.

We are a “smaller reporting company” as such term is defined under federal securities laws, and, as such, have elected to take advantage of certain reduced public company reporting requirements.

Investment in our Common Stock involves risk. See “Risk Factors” beginning on page 3 of this prospectus, in any applicable prospectus supplement and in the documents which are incorporated by reference herein. You should carefully read this prospectus, any applicable prospectus supplement, together with the documents we incorporate by reference, before you invest in our Common Stock.

Neither the Securities and Exchange Commission (the “SEC”) nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

The date of the prospectus is , 2026.