As filed with the Securities and Exchange Commission
on September 24, 2024
Registration No. 333-282172
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
PRE-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Brainstorm Cell Therapeutics Inc.
(Exact name of registrant as specified in its
charter)
Delaware |
20-7273918 |
(State
or other jurisdiction of
incorporation or organization) |
(I.R.S.
Employer
Identification Number) |
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 this registration statement becomes effective.
If
the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check
the following box. ¨
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, other than securities offered only in connection with dividend or interest reinvestment plans, please
check the following box. x
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 registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective
upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ¨
If
this form is a post-effective amendment to a registration statement pursuant to General Instruction I.D. filed to register additional
securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ¨
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a 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.
Large accelerated
filer |
¨ |
Accelerated filer |
¨ |
Non-accelerated filer
|
x |
Smaller reporting company |
x |
|
|
Emerging growth company |
¨ |
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 the 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 stockholder may not sell these securities until the registration statement filed with the Securities
and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting an offer to buy
these securities in any jurisdiction where the offer or sale is not permitted.
PROSPECTUS |
SUBJECT TO COMPLETION, DATED
SEPTEMBER 24, 2024 |
Up to 16,666,667 Shares of Common Stock
This prospectus relates to the resale by the selling stockholder identified
herein of up to 16,666,667 shares of our common stock, par value $0.00005 per share, underlying common stock purchase warrants (the “Warrants”)
that we issued to the selling stockholder on June 28, 2024, in a private placement concurrent with a registered direct offering
of 7,918,764 shares of our common stock and 3,192,347 pre-funded warrants to purchase 3,192,347 shares of our common stock. The closing
of the registered direct offering occurred on June 28, 2024.
We have agreed with the selling stockholder to pay the cost of registering
the securities covered by this prospectus but will neither sell any securities nor receive any proceeds from the sale by the selling
stockholder of its shares of common stock hereunder.
The selling stockholder may sell the shares of our common stock covered
by this prospectus from time to time through various means at prevailing market prices or at such other negotiated prices. We provide
more information about how the selling stockholder may sell or otherwise dispose of such shares of common stock in the section entitled
“Plan of Distribution” beginning on page 9 of this prospectus.
Our common stock is listed on The Nasdaq Capital Market under the symbol
“BCLI.” On September 23, 2024, the last reported sale price for our common stock was $0.2371 per share.
Investing in common stock involves risk. Please read carefully
the section entitled “Risk Factors” beginning on page 4 of this prospectus and any risk factors described in any applicable
prospectus supplement and in the documents we incorporate by reference.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or passed upon the adequacy or accuracy of this prospectus. Any representation
to the contrary is a criminal offense.
The date of this prospectus is , 2024.
TABLE OF CONTENTS
Page
About
This Prospectus
This prospectus is part of a registration statement that we filed
with the Securities and Exchange Commission (the “SEC”) utilizing a “shelf” registration process. Under this
shelf registration process, the selling stockholder may sell the securities described in this prospectus in one or more offerings. A
prospectus supplement may add to, update or change the information contained in this prospectus. You should read this prospectus and
any applicable prospectus supplement, together with the information incorporated herein by reference as described under the headings
“Where You Can Find More Information” and “Information we Incorporate by Refence.”
You should rely only on the information that we have provided or incorporated
by reference in this prospectus and any applicable prospectus supplement. We have not authorized, nor has the selling stockholder authorized,
any dealer, salesman or other person to give any information or to make any representation other than those contained or incorporated
by reference in this prospectus or any applicable prospectus supplement. You should not rely upon any information or representation not
contained or incorporated by reference in this prospectus or any accompanying prospectus supplement. We take no responsibility for, and
can provide no assurance as to the reliability of, any other information that others may give you.
This prospectus and any accompanying prospectus supplement do not
constitute an offer to sell or the solicitation of an offer to buy any securities other than the registered securities to which they
relate, nor do this prospectus and any accompanying prospectus supplement constitute an offer to sell or the solicitation of an offer
to buy securities in any jurisdiction to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. You
should not assume that the information contained in this prospectus or any applicable prospectus supplement is accurate on any date subsequent
to the date set forth on the front of the document or that any information we have incorporated by reference is correct on any date subsequent
to the date of the document incorporated by reference, even though this prospectus or any applicable prospectus supplement is delivered
or securities are sold on a later date.
References in this prospectus to the terms “we,” “us”
or “the Company” or other similar terms mean Brainstorm Cell Therapeutics Inc. and its consolidated subsidiaries, unless
we state otherwise or the context indicates otherwise.
Prospectus
Summary
This summary highlights certain information appearing elsewhere
in this prospectus and in the documents we incorporate by reference into this prospectus. The summary is not complete and does not contain
all of the information that you should consider before investing in our common stock. For a more complete understanding of our company,
you should read and carefully consider the more detailed information included or incorporated by reference in this prospectus and any
prospectus supplement, including the factors described under the heading “Risk Factors” beginning on page 4 of this
prospectus, as well as the information incorporated by reference from our most recent Annual Report on Form 10-K and any subsequent
Quarterly Reports on Form 10-Q or Current Reports on Form 8-K that we file after the date of this prospectus along with our
consolidated financial statements and related notes before making an investment decision.
Overview
Brainstorm Cell Therapeutics Inc. is a leading biotechnology company
committed to the development and commercialization of autologous cellular therapies for the treatment of neurodegenerative diseases including:
Amyotrophic Lateral Sclerosis (“ALS”, also known as Lou Gehrig’s disease); Progressive Multiple Sclerosis (“PMS”);
Alzheimer’s disease (AD); and other neurodegenerative diseases. NurOwn®, our proprietary platform, leverages cell culture methods
to induce autologous bone marrow-derived mesenchymal stem cells (MSCs) to secrete high levels of neurotrophic factors (NTFs), modulate
neuroinflammatory and neurodegenerative disease processes, promote neuronal survival and improve neurological function.
NurOwn® has completed its Phase 3 ALS and Phase 2 PMS clinical
trials. On November 17, 2020, we announced top-line data from our Phase 3 ALS trial. On March 24, 2021, we announced positive
top-line data from our Phase 2 trial evaluating three repeated intrathecal administrations of NurOwn®, each given 2 months apart,
as a treatment for PMS. On June 24, 2020, we announced a new clinical program focused on the development of NurOwn® as a treatment
for AD.
On September 9, 2022, we filed a Biologics License Application
(“BLA”) with the U.S. Food and Drug Administration (“FDA”) for NurOwn® as a treatment for ALS. On November 10,
2022, we announced that we had received a refusal to file (“RTF”) letter from the FDA regarding our BLA. We subsequently
requested a Type A meeting with the FDA to discuss the contents of the RFT letter, which was held on January 11, 2023. After extensive
discussion with the FDA regarding the best pathway to resolve outstanding questions presented in the RTF letter, we requested that the
FDA file and review over protest our BLA for NurOwn® as a treatment for ALS on February 6, 2023. On September 22, 2023,
we amended the BLA to revise the proposed indication for use of NurOwn® to treat mild to moderate ALS, but on September 27,
2023, the FDA Advisory Committee voted, with 17 voting no, one voting yes, and one abstention, that NurOwn® did not demonstrate substantial
evidence of effectiveness for such treatment. While we remain committed to the ALS Community and are actively exploring next steps in
support of NurOwn®, including publication of emerging clinical data and development of a protocol for an additional clinical study,
we withdrew our BLA for NurOwn® as an ALS treatment as of November 3, 2023. The BLA has been withdrawn without prejudice.
On November 20, 2023, we announced that the FDA granted the company
a meeting to discuss the regulatory path forward for NurOwn® in ALS. The meeting took place on December 6, 2023. The primary
objective of the meeting was to discuss plans for a Special Protocol Assessment (“SPA”) with the FDA on the overall protocol
design for a planned Phase 3b registrational trial for NurOwn®. The ultimate goal of the SPA is to secure the FDA’s agreement
that critical elements of the overall protocol design (e.g., entry criteria, endpoints, planned analyses) are adequate and acceptable
for a study intended to support a future marketing application. On February 23, 2024, we announced that we submitted the SPA request
to the FDA for the planned Phase 3b clinical trial of NurOwn® for the treatment of ALS. On April 9, 2024, we announced that
we received written agreement from the FDA, under a SPA, on the design for a Phase 3b trial of NurOwn® in ALS. The SPA agreement
with the FDA validates the clinical trial protocol and statistical analysis of the planned Phase 3b trial of NurOwn®, demonstrating
our adequacy in addressing objectives that support a future BLA in ALS. On June 26, 2024, we announced we reached alignment with
the FDA on Chemistry, Manufacturing and Controls Aspects of our Phase 3b clinical trial for NurOwn®.
Our wholly-owned Israeli subsidiary, Brainstorm Cell Therapeutics
Ltd. (“Israeli Subsidiary”), holds exclusive rights to commercialize NurOwn® technology through a licensing agreement
with Ramot (“Ramot”), the technology transfer company of Tel Aviv University, Israel. Our Israeli Subsidiary was granted
approval by the Israeli Ministry of Health (“MoH”) to treat ALS patients with NurOwn® under the Hospital Exemption Pathway
(“HE”).
NurOwn® has a strong and comprehensive intellectual property portfolio
and was granted Fast Track designation by the U.S. Food and Drug Administration (FDA) and Orphan Drug status by the FDA and the European
Medicines Agency (EMA) for ALS.
Implications of Being a Smaller Reporting Company
We are a “smaller reporting company” as defined in the
Securities Exchange Act of 1934, as amended (the “Exchange Act”). We may continue to be a smaller reporting company after
this offering if either (i) the market value of our shares held by non-affiliates is less than $250 million or (ii) our annual
revenue was less than $100 million during the most recently completed fiscal year and the market value of our shares held by non-affiliates
is less than $700 million. If we are a smaller reporting company at the time we cease to be an emerging growth company, we may continue
to rely on exemptions from certain disclosure requirements that are available to smaller reporting companies.
Private Placement
On June 28, 2024, we consummated the sale of (i) 7,918,764
shares of our common stock, (ii) 3,192,347 pre-funded warrants to purchase up to 3,192,347 shares of our common stock, and (iii) 16,666,667
Warrants to purchase up to 16,666,667 shares of our common stock at a purchase price of $0.36 per share of common stock and accompanying
Warrant (or $0.35995 per pre-funded warrant and accompanying Warrant) to the selling stockholder. The shares of common stock and the
pre-funded warrants were offered and sold in a registered direct offering pursuant to an effective registration statement on Form S-3
(No. 333-258640) and a related prospectus supplement filed with the SEC. The Warrants were offered in a concurrent private placement
pursuant to the exemption provided in Section 4(a)(2) under the Securities Act of 1933, as amended (the “Securities Act”).
The Warrants will be exercisable beginning on December 28, 2024,
or six (6) months after the original issuance date, will expire five (5) years following the date of issuance and have an exercise
price of $0.3912 per share.
This prospectus relates to the resale from time to time by the selling
stockholder identified in this prospectus under the caption “Selling Stockholder” of up to 16,666,667 shares of our common
stock issuable upon exercise of the Warrants sold in the private placement.
Corporate Information
We are incorporated under the laws of the State of Delaware. Our principal
executive offices are located at 1325 Avenue of Americas, 28th Floor, New York, NY 10019, and our telephone number is (201) 488-0460.
We also maintain an office in Petach Tikva, Israel and in Burlington, Massachusetts. We maintain a website at http://www.brainstorm-cell.com.
The information on our website is not incorporated into this prospectus, and you should not consider any information on, or that can
be accessed through, our website as part of this prospectus. Our common stock trades on The Nasdaq Capital Market under the symbol “BCLI”.
The Offering
Shares of common
stock offered by the selling stockholder |
|
Up to 16,666,667
shares of common stock |
|
|
Use of proceeds |
|
We will not receive any
proceeds from the sale of shares of common stock by the selling stockholder. However, we will receive proceeds from the exercise
of the Warrants if such warrants are exercised for cash. We currently intend to use such proceeds for general
corporate purposes. |
|
|
Risk factors |
|
Before investing in our
securities, you should carefully read and consider the information set forth in “Risk Factors” on page 4 of this
prospectus and under similar headings in any amendments or supplements to this prospectus and the documents incorporated herein by
reference. |
|
|
Terms of the offering |
|
The selling stockholder
will determine when and how it will sell the shares of common stock offered in this prospectus, as described in “Plan of Distribution.”
|
|
|
|
Risk factors |
|
Investing in our common
stock involves a high degree of risk. You should carefully read and consider the information beginning on page 4 of this prospectus
set forth under the heading “Risk Factors” and all other information set forth in this prospectus and the documents incorporated
herein by reference before deciding to invest in our common stock. |
|
|
|
The Nasdaq Capital Market
symbol |
|
“BCLI” |
Throughout this prospectus, when we refer to the shares of our common
stock being registered on behalf of the selling stockholder for offer and sale, we are referring to the shares of our common stock issuable
upon exercise of the Warrants as described in “Selling Stockholder.” When we refer to the selling stockholder in this prospectus,
we are referring to the selling stockholder identified herein and, as applicable, their donees, pledgees, transferees or other successors-in-interest
selling shares of common stock or interests in the shares of common stock received after the date of this prospectus from the selling
stockholder as a gift, pledge, partnership distribution or other transfer.
Risk
Factors
Investing in our common stock involves a high degree of risk. Before
making an investment decision, you should carefully consider the risks described below and in the sections entitled “Risk Factors”
in our most recent Annual Report on Form 10-K, as filed with the SEC on April 1, 2024, which is incorporated herein by reference
and may be amended, supplemented or superseded from time to time by other reports we have filed with the SEC or will file with the SEC
in the future. If any of these risks actually occurs, our business, results of operations and financial condition could suffer, which
may cause the trading price of our common stock to decline and you to lose all or a part of your investment in our securities.
The sale of a substantial amount of our
shares in the public market could adversely affect the prevailing market price of our securities.
We are registering for resale up to 16,666,667
shares of our common stock held by the selling stockholders, which is a significant number of shares compared to the current number
of total shares of common stock issued and outstanding. Sales of substantial amounts of shares of our common stock in the public market,
or the perception that such sales might occur, could adversely affect the market price of our common stock. We cannot predict if and
when the selling stockholder may sell such shares of our common stock in the public markets. Furthermore, in the future, we may issue
additional shares of our common stock or other equity or debt securities convertible into shares of our common stock. Any such issuance
could result in substantial dilution to our existing stockholders and could cause the market price of our securities to decline.
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.
In response,
on May 2, 2024, we submitted a hearing request to the Nasdaq Hearings Panel (the “Panel”) to appeal the Staff’s
determination, and on June 3, 2024, Nasdaq notified us that they would grant us a temporary exception to regain compliance with
the Bid Price Requirement, based on our plan to effect a reverse stock split if necessary to regain compliance no later than October 7,
2024. Nasdaq has given us until October 21, 2024 to regain compliance with the Bid Price Requirement by evidencing a $1.00 closing
bid price for a minimum of ten consecutive business days.
Additionally,
on July 18, 2024, we received a letter from the Staff indicating that we have not maintained Nasdaq’s minimum market value
of listed securities (the “MVLS”) of $35 million from June 2, 2024 to July 17, 2024. Under Nasdaq’s listing
rules, we have 180 calendar days from this notice, until January 14, 2025, to regain compliance with Nasdaq’s MVLS (the “Compliance
Period”). If at any time during this compliance period the Company’s MVLS closes at $35 million or more for a minimum of
ten consecutive business days, the Staff will notify the Company that it has regained compliance with the MVLS requirement. However,
if the Company fails to comply with the MVLS requirement for ten consecutive business days prior to the expiration of the Compliance
Period on January 14, 2025, then the Staff will send the Company a notice of delisting.
If we
are unsuccessful in our efforts to regain compliance with either the Bid Price Requirement or the MVLS requirement, 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.
Cautionary
note Regarding Forward-Looking Statements
This prospectus and the documents incorporated by reference herein
contain “forward-looking statements” within the meaning of the federal securities laws, Section 27A of the Securities
Act, and Section 21E of the Exchange Act. We intend these forward-looking statements to be covered by the safe harbor provisions
for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 and are included in this prospectus
and the documents incorporated by reference herein for purposes of complying with those safe harbor provisions.
All statements other than statements of historical facts contained
in this prospectus and our other public filings are forward-looking statements. In some cases you can identify such “forward-looking
statements” by the use of words like “may,” “will,” “should,” “could,” “expects,”
“hopes,” “anticipates,” “believes,” “intends,” “plans,” “projects,”
“targets,” “goals,” “estimates,” “predicts,” “likely,” “potential,”
or “continue” or the negative of any of these terms or similar words. These statements, descriptions, forecasts and projections
constitute “forward-looking statements,” and as such involve known and unknown risks, uncertainties, and other factors that
may cause our actual results, levels of activity, performance and achievements to be materially different from any results, levels of
activity, performance and achievements expressed or implied by any such “forward-looking statements.” These risks and uncertainties
include, but are not limited to our need to raise additional capital, our ability to continue as a going concern, regulatory approval
of our NurOwn® treatment candidate, the success of our product development programs and research, regulatory and personnel issues,
development of a global market for our services, the ability to secure and maintain research institutions to conduct our clinical trials,
the ability to generate significant revenue, the ability of our NurOwn® treatment candidate to achieve broad acceptance as a treatment
option for ALS, PMS, AD or other neurodegenerative diseases, our ability to manufacture and commercialize our NurOwn® treatment candidate,
obtaining patents that provide meaningful protection, competition and market developments, our ability to protect our intellectual property
from infringement by third parties, heath reform legislation, demand for our services, currency exchange rates, product liability claims
and litigation.
Any forward-looking statements contained or incorporated by reference
in this prospectus reflect our current views with respect to future events or to our future financial performance and involve known and
unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or implied by these forward-looking statements. See “Risk
Factors” for more information. Given these uncertainties, you should not place undue reliance on these forward-looking statements.
Our forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures
or investments we may make or enter into. Except as required by law, we assume no obligation to update or revise these forward-looking
statements for any reason, whether as a result of new information, future events or otherwise.
Use
of Proceeds
We will not receive any of the proceeds from any sale or other disposition
of the common stock covered by this prospectus. All proceeds from the sale of the common stock will be paid directly to the selling stockholder.
However, we will receive proceeds from the exercise of the Warrants if such warrants are exercised for cash. We intend to use those proceeds,
if any, for working capital, operating expenses , and general corporate purposes.
We will bear the out-of-pocket costs, expenses and fees incurred in
connection with the registration of shares of our common stock to be sold by the selling stockholder pursuant to this prospectus including,
without limitation, all registration and filing fees, Nasdaq listing fees, and fees and expenses of our counsel and our accountants.
The selling stockholder will bear underwriting discounts, commissions, placement agent fees or other similar expenses payable with respect
to its sales of shares of our common stock.
Selling
stockholder
We are registering the resale of 16,666,667 shares of our common stock
issuable upon exercise of the Warrants held by the selling stockholder identified below to permit the selling stockholder, or its permitted
transferees or other successors-in-interest that may be identified in a supplement to this prospectus or, if required, a post-effective
amendment to the registration statement of which this prospectus is a part, to resell or otherwise dispose of these shares in the manner
described under the section entitled “Plan of Distribution,” which may be supplemented and amended from time to time. The
selling stockholder acquired the Warrants in the transactions described above under the section entitled “Prospectus Summary -
Private Placement.”
The table below lists the selling stockholder and include other information
regarding the beneficial ownership of the shares of common stock by the selling stockholder. The second column lists the number of shares
of common stock beneficially owned by the selling stockholder, based on its ownership of the shares of our securities, as of September 24,
2024, assuming exercise of the Warrants held by the selling stockholder on such date, without regard to any limitations on exercise. The
third column lists the shares of common stock being offered by the selling stockholder pursuant to this prospectus.
This prospectus generally covers the resale of the maximum number
of shares of common stock issuable upon exercise of the Warrants, determined as if the outstanding Warrants were exercised in full as
of the trading day immediately preceding the date this registration statement was initially filed with the SEC, each as of the trading
day immediately preceding the applicable date of determination and without regard to any limitations on the exercise of the Warrants.
Under the terms of the Warrants, the selling stockholder may not exercise the Warrants to the extent such exercise would cause the selling
stockholder, together with its affiliates and attribution parties, to beneficially own a number of shares of common stock which would
exceed 4.99% of the number of shares of our common stock outstanding following such exercise. The last two columns assume the sale of
all of the shares of common stock offered by the selling stockholder pursuant to this prospectus without regard to such limitations.
The selling stockholder may sell all, some or none of their shares in this offering. See “Plan of Distribution.”
Name of Selling Stockholder | |
Number
of Shares Beneficially Owned Prior to Offering | | |
Maximum
Number of Shares to be Sold
Pursuant to this Prospectus | | |
Number
of Shares Beneficially Owned After Offering(1) | | |
Percentage
of Shares Owned After Offering(4) | | |
Armistice
Capital, LLC(2) | |
| 31,000,7222 | (3) | |
| 16,666,667 | | |
| 14,334,055 | | |
| 13.83 | (5)% | |
(1) |
We do not
know when or in what amounts the selling stockholder may offer shares of our common stock for sale. The selling stockholder might
not sell any or might sell all of the shares of our common stock offered by this prospectus. Because the selling stockholder may
offer all or some of the shares of our common stock pursuant to this offering, and because there are currently no agreements, arrangements
or understandings with respect to the sale of any of the shares of our common stock, we cannot estimate the number of shares of common
stock that will be held by the selling stockholders after completion of the offering. However, for purposes of this table, we have
assumed that, after completion of the offering, none of the shares of our common stock covered by this prospectus will be held by
the selling stockholder. |
|
|
(2) |
The securities are directly held by Armistice Capital
Master Fund Ltd., a Cayman Islands exempted company (the “Master Fund”), and may be deemed to be beneficially owned by:
(i) Armistice Capital, LLC (“Armistice Capital”), as the investment manager of the Master Fund; and (ii) Steven
Boyd, as the Managing Member of Armistice Capital. The Warrants are subject to a beneficial ownership limitation of 4.99%, which
such limitation restricts the selling stockholder from exercising that portion of the Warrants that would result in the selling stockholder
and its affiliates owning, after exercise, a number of shares of common stock in excess of the beneficial ownership limitation. The
address of Armistice Capital Master Fund Ltd. is c/o Armistice Capital, LLC, 510 Madison Avenue, 7th Floor, New York, NY 10022. |
|
|
(3) |
Consists of (i) 7,087,653 shares of common stock,
(ii) pre-funded warrants to purchase up to 3,192,347 shares of common stock, (iii) common stock purchase warrants to purchase
up to 4,054,055 shares of common stock, and (iv) Warrants to purchase up to 16,666,667 shares of common stock. The number of
shares of common stock set forth does not reflect the application of certain beneficial ownership limitations contained in the warrants
described in items (ii), (iii) and (iv) above. |
|
|
(4) |
Based on 79,734,091 shares of common stock outstanding
on September 24, 2024. |
|
|
(5) |
Consists of (i) 7,087,653 shares of common stock,
(ii) pre-funded warrants to purchase up to 3,192,347 shares of common stock and (iii) common stock purchase warrants to
purchase up to 4,054,055 shares of common stock. The number shares of common stock set forth does not reflect the application of
certain beneficial ownership limitations contained in the warrants described in items (ii) and (iii) above. |
Plan
of Distribution
The selling stockholder and any of its donees, pledges, assignees
and successors-in-interest may from time to time, sell any or all of their shares of common stock covered hereby on The Nasdaq Capital
Market or any other stock exchange, market or trading facility on which the common stock is traded or in private transactions. These
sales may be at fixed or negotiated prices. The selling stockholder may use any one or more of the following methods when selling shares
of our common stock:
|
· |
ordinary brokerage transactions
and transactions in which the broker-dealer solicits purchasers; |
|
· |
block trades in which the
broker-dealer will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate
the transaction; |
|
· |
purchases by a broker-dealer
as principal and resale by the broker-dealer for its account; |
|
· |
an exchange distribution in
accordance with the rules of the applicable exchange; |
|
· |
privately negotiated transactions; |
|
· |
settlement of short sales; |
|
· |
in transactions through broker-dealers
that agree with the Selling stockholder to sell a specified number of shares of common stock at a stipulated price per share; |
|
· |
through the written settlement
of options or other hedging transactions, whether through an options exchange or otherwise; |
|
· |
a combination of any such
methods of sale; or |
|
· |
any other method permitted
pursuant to applicable law. |
The selling stockholder may also sell shares of common stock under
Rule 144 or any other exemption from registration under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the selling stockholder may arrange for
other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the selling stockholder (or,
if any broker-dealer acts as agent for the purchaser of shares of common stock, from the purchaser) in amounts to be negotiated, but,
except as set forth in a supplement to this prospectus, in the case of an agency transaction not in excess of a customary brokerage commission
in compliance with Rule 2121 of the Financial Industry Regulatory Authority (“FINRA”); and in the case of a principal
transaction, a markup or markdown in compliance with FINRA Rule 2121.
In connection with the sale of the shares of common stock covered
by this prospectus or interests therein, the selling stockholder may enter into hedging transactions with broker-dealers or other financial
institutions, which may in turn engage in short sales of the shares of common stock in the course of hedging the positions they assume.
The selling stockholder may also sell shares of common stock short and deliver these shares to close out their short positions, or loan
or pledge the shares to broker-dealers that in turn may sell these shares. The selling stockholder may also enter into option or other
transactions with broker-dealers or other financial institutions or create one or more derivative securities which require the delivery
to such broker-dealer or other financial institution of shares of common stock covered by this prospectus, which shares such broker-dealer
or other financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The selling stockholder and any broker-dealers or agents that are
involved in selling the shares of common stock covered hereby may be deemed to be “underwriters” within the meaning of the
Securities Act in connection with such sales. In such event, any commissions received by such broker-dealers or agents and any profit
on the resale of the shares purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act. The
selling stockholder has informed the Company that it does not have any written or oral agreement or understanding, directly or indirectly,
with any person to distribute the shares of common stock.
We have agreed to pay certain fees and expenses incidental to the
registration of the shares of common stock covered hereby and to indemnify the selling stockholder against certain losses, claims, damages
and liabilities, including liabilities under the Securities Act.
We also agreed to keep the registration statement of which this prospectus
forms a part effective until the selling stockholder does not own any Warrants or shares of common stock issuable upon exercise of the
Warrants. The shares of common stock will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the shares of common stock covered hereby may not be sold unless they have been
registered or qualified for sale in the applicable state or an exemption from the registration or qualification requirement is available
and is complied with.
Under applicable rules and regulations under the Exchange Act,
any person engaged in the distribution of the shares of common stock covered hereby may not simultaneously engage in market making activities
with respect to the common stock for the applicable restricted period, as defined in Regulation M, prior to the commencement of the distribution.
In addition, the selling stockholder will be subject to applicable provisions of the Exchange Act and the rules and regulations
thereunder, including Regulation M, which may limit the timing of purchases and sales of the common stock by the selling stockholder
or any other person. We will make copies of this prospectus available to the selling stockholder and have informed them of the need to
deliver a copy of this prospectus to each purchaser at or prior to the time of the sale (including by compliance with Rule 172 under
the Securities Act).
Legal
Matters
Thompson Hine LLP, New York, New York, will pass upon the validity
of the securities being offered hereby.
Experts
The consolidated financial statements of Brainstorm Cell Therapeutics
Inc., as of December 31, 2023 and 2022, and for each of the years in the two-year period ended December 31, 2023, incorporated
in this Prospectus by reference, have been audited by Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network,
an independent registered public accounting firm, as stated in their report thereon, which is incorporated herein by reference. Such
consolidated financial statements are incorporated by reference in reliance upon the report of such firm given their authority as experts
in accounting and auditing.
Where
You Can Find More Information
We are subject to the information requirements of the Exchange Act
and, in accordance therewith, file annual, quarterly and special reports, proxy statements and other information with the SEC. These
documents also may be accessed through the SEC’s electronic data gathering, analysis and retrieval system, or EDGAR, via electronic
means, including the SEC’s home page on the internet at www.sec.gov. You may also inspect the registration statement and this
prospectus on this SEC website.
Copies of certain information filed by us with the SEC are also available
on our website at www.brainstorm-cell.com. Information contained on our website is not incorporated by reference into this prospectus
supplement or the accompanying prospectus, and, except for the documents incorporated by reference as noted below, you should not consider
any information on, or that can be accessed from, our website as part of this prospectus supplement or the accompanying prospectus.
Information
We Incorporate By Reference
The SEC allows us to incorporate by reference the information and
reports we file with it, which means that we can disclose important information to you by referring you to these documents. The information
incorporated by reference is an important part of this prospectus, and information that we file after the date hereof with the SEC will
automatically update and supersede the information already incorporated by reference. We are incorporating by reference the documents
listed below, which we have already filed with the SEC, and any future filings we make with the SEC under Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act, except as to any portion of any future report or document that is not deemed filed under such provisions,
after the date of this prospectus and prior to the termination of this offering:
|
· |
our Current Reports on Form 8-K filed on April 2,
2024, April 17,
2024, May 3,
2024, June 4,
2024, June 20,
2024, June 28,
2024, July 19,
2024, July 30, 2024,
and September 16, 2024;
and |
|
· |
the description of our common stock set forth in the
registration statement on Form 8-A
filed with the SEC on September 24, 2014, as supplemented by the description of our securities contained in Exhibit 4.2
to our Annual Report on Form 10-K for the year ended December 31, 2023, filed with the SEC on April 1, 2024, and any
amendment or report filed with the SEC for the purpose of updating such description. |
Pursuant to Rule 412 under the Securities Act, any statement
contained in a document incorporated or deemed to be incorporated by reference into this prospectus will be deemed to be modified or
superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or any other subsequently filed
document that is deemed to be incorporated by reference into this prospectus modifies or supersedes the statement. Any statement so modified
or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
Upon request, we will provide, without charge, to each person, including
any beneficial owner, to whom a copy of this prospectus is delivered, a copy of the documents incorporated by reference into this prospectus
but not delivered therewith. You may request a copy of these filings, and any exhibits we have specifically incorporated by reference
as an exhibit in this prospectus, at no cost by writing or telephoning us at the following address: Brainstorm Cell Therapeutics Inc.
1325 Avenue of Americas, 28th Floor, New York, NY 10019, Attention: Chief Executive Officer; telephone: (201) 488-0460. You may also
access these documents, free of charge on the SEC’s website at www.sec.gov or on our website at www.brainstorm-cell.com. The reference
to our website is intended to be an inactive textual reference and, except for the documents incorporated by reference as noted above,
the information on, or accessible through, our website is not intended to be part of this prospectus.
You should rely only on the information incorporated by reference
or provided in this prospectus. We have not authorized anyone else to provide you with different information. You should not assume that
the information in this prospectus or in the documents incorporated by reference is accurate as of any date other than the date on the
front of this prospectus or those documents.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following are the estimated expenses of the issuance and distribution
of the securities being registered, all of which are payable by us. All of the items below, except for the registration fee, are estimates.
SEC registration fee | |
$ | 671.58 | |
Legal Fees and Expenses | |
| 5,000.00 | |
Accountant’s fees and expenses | |
| 5,000.00 | |
Printing and Miscellaneous fees | |
| 5,000.00 | |
Total | |
| 15,671.58 | |
Item 15. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law, or the DGCL,
authorizes a corporation to indemnify its directors and officers against liabilities arising out of actions, suits and proceedings to
which they are made or threatened to be made a party by reason of the fact that they have served or are currently serving as a director
or officer to a corporation. The indemnity may cover expenses (including attorneys’ fees) judgments, fines and amounts paid in
settlement actually and reasonably incurred by the director or officer in connection with any such action, suit or proceeding. Section 145
permits corporations to pay expenses (including attorneys’ fees) incurred by directors and officers in advance of the final disposition
of such action, suit or proceeding. In addition, Section 145 provides that a corporation has the power to purchase and maintain
insurance on behalf of its directors and officers against any liability asserted against them and incurred by them in their capacity
as a director or officer, or arising out of their status as such, whether or not the corporation would have the power to indemnify the
director or officer against such liability under Section 145.
We have adopted provisions in our certificate of incorporation and
bylaws that limit or eliminate the personal liability of our directors to the fullest extent permitted by the DGCL, as it now exists
or may in the future be amended. Consequently, a director are not personally liable to us or our stockholders for monetary damages or
breach of fiduciary duty as a director, except for liability for:
|
· |
any breach of their duty of loyalty to the company
or its stockholders; |
|
· |
acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law; |
|
· |
unlawful payment of dividend or unlawful stock repurchase
or redemption, as provided under Section 174 of the General Corporation Law of the State of Delaware (the “DGCL”);
or |
|
· |
any transaction from which the director derived an
improper personal benefit. |
These limitations of liability do not alter director liability under
the federal securities laws and do not affect the availability of equitable remedies such as an injunction or rescission.
In addition, our bylaws provide that:
|
· |
we will indemnify our directors, officers and, in the
discretion of our board of directors, certain employees to the fullest extent permitted by the DGCL, as it now exists or may in the
future be amended; and |
|
· |
we will advance reasonable expenses, including attorneys’
fees, to our directors and, in the discretion of our board of directors, to our officers and certain employees, in connection with
legal proceedings relating to their service for or on behalf of us, subject to limited exceptions. |
We have entered into indemnification agreements with each of our directors
and executive officers. These agreements provide that we will indemnify each of our directors, certain of our executive officers and,
at times, their affiliates to the fullest extent permitted by Delaware law. We will advance expenses, including attorneys’ fees
(but excluding judgments, fines and settlement amounts), to each indemnified director or executive officer in connection with any proceeding
in which indemnification is available and we will indemnify our directors and officers for any action or proceeding arising out of that
person’s services as a director or officer brought on behalf of us or in furtherance of our rights. Additionally, certain of our
directors or officers may have certain rights to indemnification, advancement of expenses or insurance provided by their affiliates or
other third parties, which indemnification relates to and might apply to the same proceedings arising out of such director’s or
officer’s services as a director referenced herein. Nonetheless, we have agreed in the indemnification agreements that our obligations
to those same directors or officers are primary and any obligation of such affiliates or other third parties to advance expenses or to
provide indemnification for the expenses or liabilities incurred by those directors are secondary.
We also maintain general liability insurance which covers certain
liabilities of our directors and officers arising out of claims based on acts or omissions in their capacities as directors or officers,
including liabilities under the Securities Act.
Item 16. Exhibits.
The following documents are exhibits to the registration statement:
Exhibit |
|
|
|
Filed |
|
Incorporated
by Reference |
Number |
|
Description |
|
Herewith |
|
Form |
|
Exhibit (File
No.) |
|
Date
Filed |
3.1 |
|
Certificate
of Incorporation of Brainstorm Cell Therapeutics Inc. |
|
|
|
DEF
14A |
|
Appendix
B
(333-61610) |
|
November 20,
2006 |
3.2 |
|
Certificate
of Amendment of Certificate of Incorporation of Brainstorm Cell Therapeutics Inc., dated September 15, 2014. |
|
|
|
Form 8-K |
|
Exhibit 3.1
(000-544365) |
|
September 16,
2014 |
3.3 |
|
Certificate
of Amendment of Certificate of Incorporation of Brainstorm Cell Therapeutics Inc., dated August 31, 2015. |
|
|
|
Form 8-K |
|
Exhibit 3.1
(001-366641) |
|
September 4,
2015 |
3.4 |
|
Certificate
of Amendment to the Brainstorm Cell Therapeutics Inc. Certificate of Incorporation., dated September 16, 2024. |
|
|
|
Form 8-K |
|
Exhibit 3.1
(001-36641) |
|
September 16,
2024 |
3.5 |
|
Bylaws
of Brainstorm Cell Therapeutics Inc. |
|
|
|
DEF
14A |
|
Appendix
C
(333-61610) |
|
November 20,
2006 |
3.6 |
|
Amendment
No. 1 to Bylaws of Brainstorm Cell Therapeutics Inc., dated as of March 21, 2007. |
|
|
|
Form 8-K |
|
Exhibit 3.1
(333-61610) |
|
March 27,
2007 |
4.1 |
|
Form of
Warrant |
|
|
|
Form 8-K |
|
Exhibit 4.1
(001-36641) |
|
June 28,
2024 |
5.1* |
|
Opinion
of Thompson Hine LLP |
|
|
|
|
|
|
|
|
10.1 |
|
Form of
Securities Purchase Agreement |
|
|
|
Form 8-K |
|
Exhibit 10.1
(001-36641) |
|
June 28,
2024 |
23.1* |
|
Consent
of Thompson Hine LLP (included in Exhibit 5.1) |
|
|
|
|
|
|
|
|
23.2 |
|
Consent of Brightman
Almagor Zohar & Co., a Firm in the Deloitte Global Network |
|
X |
|
|
|
|
|
|
24.1* |
|
Power
of Attorney (contained in the signature page to this registration statement) |
|
|
|
|
|
|
|
|
107* |
|
Filing
Fee Table |
|
|
|
|
|
|
|
|
* Previously filed.
Item 17. Undertakings.
The undersigned registrant hereby undertakes:
1. To
file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To
include any prospectus required by Section 10(a)(3) of the Securities Act;
(ii) To
reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration
statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities
offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range
may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes
in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the “Calculation
of Filing Fee Tables” filed as an exhibit to the effective registration statement; and
(iii) To
include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement;
provided,
however, that the undertakings set forth in paragraphs (1)(i), (1)(ii) and (1)(iii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission
by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this
registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of this registration
statement.
2. That,
for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
3. To
remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
4. That,
for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(A)
Each prospectus filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement
as of the date the filed prospectus was deemed part of and included in the registration statement; and
(B)
Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance
on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the
information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration
statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and
any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating
to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus
that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration
statement or prospectus that is a part of the registration statement will, as to a purchaser with a time of contract of sale prior to
such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately prior to such effective date.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in this registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or
otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person
of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3/A and has duly caused
this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of
New York, on September 24, 2024.
|
Brainstorm
Cell Therapeutics INC. |
|
|
|
By: |
/s/
Chaim Lebovits |
|
|
Chaim Lebovits |
|
|
Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this registration
statement has been signed by the following persons in the capacities and on the dates indicated:
Signatures |
|
Title |
|
Date |
|
|
|
|
|
/s/ Chaim Lebovits |
|
Chief Executive Officer |
|
September 24, 2024 |
Chaim Lebovits |
|
(Principal Executive Officer) |
|
|
|
|
|
|
|
/s/ Alla Patlis |
|
Interim Chief Financial Officer |
|
September 24, 2024 |
Alla Patlis |
|
(Principal Financial and Accounting Officer) |
|
|
|
|
|
|
|
* |
|
Director |
|
September 24, 2024 |
Irit Arbel |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 24, 2024 |
Nir Naor |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 24, 2024 |
Jacob Frenkel |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 24, 2024 |
Anthony Polverino |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 24, 2024 |
Uri Yablonka |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 24, 2024 |
Menghisteab Bairu |
|
|
|
|
|
|
|
|
|
* |
|
Director |
|
September 24, 2024 |
Stacy R. Lindborg |
|
|
|
|
By: |
*/s/
Chaim Lebovits |
|
|
Chaim Lebovits
Attorney-In-Fact |
|
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in Registration Statement
on form S-3/A of our report dated April 1, 2024, relating to the financial statements of Brainstorm Cell Therapeutics Inc. (the “Company”)
appearing in the Annual Report on Form 10-K of the Company for the year ended December 31, 2023. We also consent to the reference to us
under the heading “Experts” in such Registration Statement.
/s/ Brightman Almagor Zohar & Co.
Brightman Almagor Zohar & Co.
Certified Public Accountants
A Firm in the Deloitte Global Network
Tel Aviv, Israel
September 24, 2024
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