BRAINSTORM CELL THERAPEUTICS INC. 8-K

What Happened

• Brainstorm Cell Therapeutics Inc. announced it entered a Securities Purchase Agreement on February 9, 2026 to sell an aggregate of $1,000,000 of securities in a private placement with an accredited investor. The transaction will occur in two closings of $500,000 each (the first closing occurred on February 9, 2026; the second is scheduled ~30 days later).
• The investor will receive common stock at $0.60 per share, or—if elected to manage beneficial ownership limits—pre-funded warrants priced at $0.5995 each that have an exercise price of $0.00005 per share. In addition, the company will issue common stock purchase warrants equal to 120% of the number of shares/pre-funded warrants purchased, exercisable at $1.00 per share.
• The company agreed to file a registration statement to register the resale of the securities within 45 days and to use commercially reasonable efforts to have it declared effective within 181 days. Net proceeds will be used for working capital.

Key Details

• Aggregate subscription: $1,000,000 (two closings of $500,000 each).
• Per-share price: $0.60; pre-funded warrant purchase price: $0.5995; pre-funded warrant exercise price: $0.00005.
• Common warrants: equal to 120% of securities purchased, $1.00 exercise price.
• Resale registration: file within 45 days of the Purchase Agreement; effectiveness target within 181 days; first closing occurred Feb 9, 2026; second closing ~30 days later.

Why It Matters

• This raises $1.0M for working capital, which supports near-term operations.
• The deal can dilute existing shareholders because both common shares and a significant number of warrants (120% coverage) may convert into additional shares if exercised.
• Pre-funded warrants let the investor limit reported beneficial ownership (4.99% or, at election, 9.99%) while still providing economic exposure, and the registration commitment will allow the investor to resell the securities once effective, which affects liquidity and potential share supply.
• Investors should note timing (two closings, registration timeline) and the potential for future dilution from warrant exercises when evaluating the company’s capital position.