BRAINSTORM CELL THERAPEUTICS INC

Other than the additional risk factors below, there have not been any material changes from the risk factors previously disclosed in the “Risk Factors” section of our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023.

In addition to the other information set forth in this Quarterly Report on Form 10 - Q, you should carefully consider the risk factors in our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023, which could materially affect our business, financial condition or future results. The risks described in our Annual Report on Form 10 - K for the fiscal year ended December 31, 2023, and in this Quarterly Report on Form 10 - Q, are not the only risks we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, financial condition and/or operating results.

If we fail to regain compliance with the continued listing requirements of Nasdaq, our Common Stock may be delisted, and the price and liquidity of our common stock may be negatively impacted.

On November 1, 2023, we received a letter from the listing qualifications department staff (the “Staff”) of Nasdaq Stock Market (“Nasdaq”) indicating that we are not in compliance with the $1.00 minimum bid price requirement set forth in Nasdaq Listing Rule 5550(a)(2) for continued listing on The Nasdaq Capital Market (the “Bid Price Requirement”). In accordance with Nasdaq Listing Rule 5810(c)(3)(A), we had an initial compliance period of 180 calendar days from the date of the letter, or until April 29, 2024, to regain compliance with respect to the Bid Price Requirement. To regain compliance with the Bid Price Requirement, the closing bid price of our common stock had to meet or exceed $1.00 per share for a minimum of ten consecutive business days during the initial compliance period. However, on May 1, 2024, Nasdaq notified us in writing of its determination to delist our Common Stock due to continued noncompliance with the Bid Price Requirement as of April 29, 2024, and we are actively taking steps to appeal this delisting determination.

Specifically, on May 2, 2024, we submitted a hearing request to the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s determination. On the same day, we received a letter from Nasdaq notifying us that, among other things, (i) the Panel hearing has been scheduled, (ii) the hearing request we submitted has stayed the suspension of our securities and the filing of the Form 25-NSE pending a final written decision by the Panel, and (iii) the Panel is providing us with the option to participate in an expedited review process. We intend to participate in the expedited review process provided by the Panel.

Upon the conclusion of the expedited review process, the Panel may determine that an oral hearing is not necessary in order to grant an exception to regain compliance in this matter. In this event, no hearing will be necessary, and the Panel will issue a decision describing the terms of the exception, including the compliance deadline and any milestones we must meet, based on our responses provided in the expedited review process and the written record. If the Panel is unable to conclude that an exception is appropriate based on our responses provided in the expedited review process and the written record, there will not be prejudice against us and the hearing will proceed as scheduled. At the Panel hearing, we intend to present a plan to regain compliance with the Minimum Bid Price Requirement. In the

interim, our common stock will continue to trade on The Nasdaq Capital Market under the symbol “BCLI” at least pending the ultimate conclusion of the hearing process.

There can be no assurance that the Panel will determine to grant us an exception to regain compliance in this matter after the conclusions of the expedited review process, or that our plan to regain compliance presented in the hearing will be accepted by the Panel, or that, if it is, we will be able to regain compliance with the applicable Nasdaq listing requirements.

If we are unsuccessful in our appeal process, delisting from the Nasdaq market could make trading the Common Stock more difficult for investors, potentially leading to declines in our share price and liquidity. In addition, without a Nasdaq market listing, stockholders may have a difficult time getting a quote for the sale or purchase of the Common Stock, the sale or purchase of the Common Stock would likely be made more difficult and the trading volume and liquidity of the Common Stock could decline. Delisting from Nasdaq could also result in negative publicity, could also make it more difficult for us to raise additional capital through alternative financing sources on terms acceptable to us, or at all, and may result in potential loss of confidence by investors, employees, and could result in fewer business development opportunities. We cannot assure you that the Common Stock, if delisted from Nasdaq, will be listed on another national securities exchange or quoted on an over-the counter quotation system.

We are and could be further subject to securities class action litigation and other types of stockholder litigation.

The stock market in general, and the Nasdaq Global Market and biotechnology companies in particular, have experienced extreme price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of these companies. Securities class action litigation has often been instituted against companies following periods of volatility in the market price of a company’s securities. For example, in November 2023, a purported stockholder filed a lawsuit against us and certain of our officers captionedSporn v. Brainstorm Cell Therapeutics, Inc. et al. in the U.S. District Court for the Southern District of New York, and in February 2024, March 2024, and April 2024, four derivative actions were filed in the same court, consolidated and captionedIn Re Brainstorm Cell Therapeutics, Inc. Derivative Litigation (see*“Item 3. Legal Proceedings”* for a more detailed description of these matters). We could also be subject to other types of litigation, which may involve claims of breach of fiduciary duties by our directors or officers for misuse/mismanagement of company assets/resources or conflicts of interest. Any such litigation, if instituted, could result in substantial costs and a diversion of management’s attention and resources, which would harm our business, operating results, or financial condition.

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Mine Safety Disclosures.

Not applicable.