$BCLI·8-K

BRAINSTORM CELL THERAPEUTICS INC. · May 28, 4:05 PM ET

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BRAINSTORM CELL THERAPEUTICS INC. 8-K

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Brainstorm Cell Therapeutics Appoints Director Peter Pitts

What Happened
Brainstorm Cell Therapeutics Inc. (BCLI) filed an 8-K reporting that on May 25, 2026 the Board increased its size from seven to eight directors and appointed Peter Pitts, age 67, as a director effective that day. Mr. Pitts is president of the Center for Medicine in the Public Interest (since 2004), a Visiting Professor at the University of Paris School of Medicine (since 2015), and a former Associate Commissioner of the U.S. FDA (2001–2003). The company furnished a related press release on May 28, 2026.

Key Details

  • Board seat added and appointment effective May 25, 2026; Mr. Pitts will serve until the 2026 Annual Meeting.
  • Director option grant: option to purchase up to 150,000 shares; 50% vested on issuance, remaining 50% vests six months later.
  • Company will enter a standard director indemnification agreement (filed as Exhibit 10.1).
  • Board determined Mr. Pitts is an independent director; no family relationships or reportable related-party transactions disclosed.
  • Mr. Pitts may be eligible for the company’s annual non-employee director compensation if the Board re-establishes that program.

Why It Matters
This filing affects corporate governance: the board now has eight members and added a director with substantial health policy and regulatory experience, which may strengthen the company’s expertise in regulatory strategy and public policy. The option grant and indemnification are typical director arrangements; immediate vesting of half the options is a notable, concrete compensation detail to monitor for potential future dilution if exercised. The independence determination and lack of related-party transactions are positive governance signals for investors.

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