UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~July~~August 1614, 2025

Brainstorm Cell Therapeutics Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-36641		20-7273918
(State or other jurisdiction of incorporation)		(Commission File No.)		(IRS Employer Identification No.)

1325 Avenue of Americas, 28th Floor
New York, NY	10019
(Address of principal executive offices)	(Zip Code)

(201) 488-0460

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.00005 par value	BCLI	~~NASDAQ~~OTCQB ~~Stock~~Venture Market ~~LLC~~ (~~Nasdaq Capital Market~~OTCQB)

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

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 13(a) of the Exchange Act. ¨

Item 32.0102. ~~Notice~~Results of ~~Delisting~~Operations orand ~~Failure~~Financial ~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing~~Condition.

On ~~July~~August 1614, 2025, Brainstorm Cell Therapeutics Inc. ~~(the~~issued ~~“Company”)~~a ~~was~~press ~~notified~~release byannouncing ~~The~~its ~~Nasdaq~~financial ~~Stock~~results ~~Market~~for ~~LLC (“Nasdaq”) that as a result of~~ the ~~Company’s~~quarter ~~previously~~ended ~~disclosed~~June ~~noncompliance with Nasdaq Listing Rule 5550(b)(1)~~30, ~~Nasdaq~~2025. ~~has~~The ~~determined~~full totext ~~delist the~~of ~~Company’s common stock from~~ the press ~~Nasdaq~~release ~~Capital~~is ~~Market~~being ~~and,~~furnished ~~accordingly,~~as ~~will~~Exhibit ~~suspend~~99.1 ~~trading~~to inthis ~~the~~current ~~Company’s~~report ~~common~~on ~~stock effective~~Form at8-K ~~the~~and ~~open~~is ofincorporated ~~trading~~herein onby ~~July 18, 2025~~reference.

The ~~Company~~information ~~has~~in this ~~applied~~Item ~~and~~2.02, ~~been~~including ~~approved~~Exhibit to99.1 ~~have its~~attached ~~common~~hereto, ~~stock~~shall ~~quoted~~not onbe ~~the~~deemed ~~OTC~~“filed” ~~Markets’~~for ~~OTCQB®~~purposes ~~market~~of ~~tier,~~Section an18 ~~electronic~~of ~~quotation~~the ~~service~~Securities Exchange ~~operated~~Act byof ~~OTC~~1934, ~~Markets~~or ~~Group Inc.~~the ~~for~~Exchange ~~eligible~~Act, ~~securities~~or ~~traded~~otherwise ~~over~~subject to the ~~counter.~~liabilities ~~The~~of ~~Company expects~~ that ~~trading~~section, ofnor ~~the~~shall ~~Company’s~~it ~~common~~be ~~stock~~deemed ~~will commence~~incorporated onby ~~the~~reference ~~OTCQB®~~in ~~market~~any ~~tier~~filing atunder the ~~open~~Securities Act of ~~trading~~1933, onas ~~July 18~~amended, ~~2025~~or the Exchange Act, orexcept as ~~soon~~expressly asset ~~possible~~forth ~~thereafter,~~by ~~under~~specific reference ~~its~~in ~~current~~such ~~trading~~a ~~symbol, BCLI~~filing.

The transition to the quotation of the Company’s common stock on the OTC Markets will have no effect on the Company’s business or operations. The Company will continue to file periodic and other required reports with the Securities and Exchange Commission (the “SEC”) under applicable federal securities laws, which will be available on the SEC’s website, www.SEC.gov.

Cautionary Statement Regarding Forward-Looking Statements

This Current Report on Form 8-K includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements, including, but not limited to, the Company’s expectation that it will commence trading its common stock on the OTCQB® market tier. In some cases, you can identify forward-looking statements by terminology such as “outlook,” “aim,” “anticipate,” “assume,” “believe,” “contemplate,” “continue,” “could,” “due,” “estimate,” “expect,” “goal,” “intend,” “may,” “objective,” “plan,” “predict,” “potential,” “positioned,” “seek,” “should,” “target,” “will,” “would” and other similar expressions that are predictions of or indicate future events and future trends, or the negative of these terms or other comparable terminology, although not all forward-looking statements contain these words. Forward-looking statements involve known and unknown risks, uncertainties and assumptions which may cause actual results to differ materially from any results expressed or implied by any forward-looking statement, including, but not limited to, the important factors outlined under the caption “Risk Factors” in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (“SEC”) on March 31, 2025 and the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 15, 2025, as such factors may be updated from time to time in its other filings with the SEC, which are available on the SEC’s website at www.sec.gov and the Investor Relations page of its website at https://ir.brainstorm-cell.com/. Although the Company believes that the expectations reflected in its forward-looking statements are reasonable, it cannot guarantee future results. The Company has no obligation, and does not undertake any obligation, to update or revise any forward-looking statement made in this Current Report on Form 8-K to reflect changes since the date of this Current Report on Form 8-K, except as may be required by law.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.		Description
99.1		Press Release issued by ~~the~~Brainstorm ~~Company~~Cell Therapeutics Inc. on ~~July~~August 1714, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BRAINSTORM CELL THERAPEUTICS INC.
Date: July 17, 2025	By:	/s/ Chaim Lebovits
Date: August 14, 2025	By:	/s/ Chaim Lebovits
		Chaim Lebovits
		Chief Executive Officer
		President and Chief Executive Officer

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