BRAINSTORM CELL THERAPEUTICS INC.

Current report

On May 11, 2026, we entered into the May 11, 2026 Securities Purchase Agreements with two accredited investors, pursuant to which we sold, in a private placement, (i) shares of Common Stock, or, in lieu of shares as elected by the investor, pre-funded warrants to purchase Common Stock Pre-Funded Warrants, and (ii) Common Stock Purchase Warrants. The purchase is $0.95 per share of Common Stock, or Pre-Funded Warrants in lieu thereof, and Common Stock Purchase Warrant to purchase 1.2 shares of Common Stock, with an exercise price of $1.45 per share, subject to adjustment. The aggregate subscription amount was $200,000. The May 11, 2026 Offerings closed on May 11, 2026.

Current report

On May 19, 2026, we entered into the May 19, 2026 Securities Purchase Agreement with an accredited investor, pursuant to which we sold, in a private placement, (i) shares of Common Stock, or, in lieu of shares as elected by the investor, pre-funded warrants to purchase Common Stock Pre-Funded Warrants, and (ii) Common Stock Purchase Warrants. The purchase is $0.95 per share of Common Stock, or Pre-Funded Warrants in lieu thereof, and Common Stock Purchase Warrant to purchase 1.2 shares of Common Stock, with an exercise price of $1.45 per share, subject to adjustment. The subscription amount was $200,000. The May 19, 2026 Offering closed on May 19, 2026.

Previous 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.