Filed Pursuant
to Rule 424(b)(1)
Registration
No. 333-233349
PROSPECTUS
BRAINSTORM CELL THERAPEUTICS INC.
842,000 Shares of Common Stock
This prospectus relates to the resale by certain Brainstorm
Cell Therapeutics Inc. (the “Company”) stockholders and warrantholders, which are referred to as “Selling Securityholders”
of up to 842,000 shares of common stock that are issuable on exercise of the warrants that were acquired pursuant to a warrant
exercise agreement (the “New Warrants”).
The Company will not receive any proceeds from the sale of these
securities, although the Company will receive the exercise price for any warrants that are exercised. The Company is registering
securities for resale by the Selling Securityholders, but that does not necessarily mean that they will sell any of the securities.
Any securities sold by the Selling Securityholders will be offered at market or privately negotiated prices.
The exercise price of the New Warrants is $7.00 per share. The
New Warrants are exercisable starting February 3, 2020 and expire on December 31, 2021. Holders of the warrants may purchase one
share of common stock for each warrant exercised. The exercise price and number of shares of common stock issuable upon exercise
of the warrants is subject to further adjustment in certain circumstances.
The Company’s common stock is traded on the Nasdaq
Capital Market under the symbol “BCLI”. On August 29, 2019, the last reported sales price for Company common
stock was $3.72 per share.
Investing in Company common stock involves a high degree
of risk. You should review carefully the risks and uncertainties described under the heading “Risk Factors” beginning
on page 4 of this prospectus, and under similar headings in any amendments or supplements to this prospectus.
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 August
30, 2019.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
You should rely only on the information contained in this
document or to which the Company has referred you. The Company has not authorized anyone to provide you with information that is
different. This document may only be used where it is legal to sell these securities. The information contained in this document
may only be accurate on the date of this document.
As used herein, “we,” “us,” “our”
or the “Company” refers to Brainstorm Cell Therapeutics Inc. and all of its consolidated subsidiaries.
PROSPECTUS SUMMARY
This summary highlights
important features of this offering and the information included or incorporated by reference in this prospectus. This summary
does not contain all of the information that you should consider before investing in Company common stock. You should read the
entire prospectus carefully, especially the risks of investing in Company common stock discussed under “Risk Factors.”
Overview
Company Overview
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Brainstorm Cell Therapeutics Inc. is a leading biotechnology company committed to the development
and commercialization of best-in-class 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”);
and Parkinson’s disease (“PD”).
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NurOwn® leverages innovative and proprietary 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.
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NurOwn® is currently being evaluated in Phase 3 ALS and Phase 2 PMS clinical trials. Both clinical
trials are actively enrolling participants in the U.S. and are expected to generate top-line data in the second half of 2020.
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The Company’s wholly-owned Israeli subsidiary, Brainstorm Cell Therapeutics Ltd. (“Israeli
Subsidiary”), holds exclusive rights to commercialize NurOwn® technology through a licensing agreement with Ramot, the
technology transfer company of Tel Aviv University, Israel.
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The Israeli Subsidiary was granted approval by the Israeli Ministry of Health (“MOH”)
to treat ALS patient access with NurOwn® under the Hospital Exemption Pathway (“HE”).
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NurOwn® has a strong and comprehensive intellectual property portfolio.
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NurOwn® 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.
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Brainstorm Cell Therapeutics Inc. currently employs 32 employees in the United States and in Israel.
Brainstorm’s R&D center is in Petach Tikva, Israel.
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Recent Highlights
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The Company has made significant progress in the past 12 months advancing the NurOwn® ALS Phase
3 clinical trial at all 6 U.S. investigative sites (Mass General Hospital, UMass, Mayo Clinic, CPMC, Cedars Sinai and UC Irvine).
Over 75% of the participants in this randomized, double-blind, placebo-controlled, repeat-dose clinical trial has been enrolled.
This clinical trial builds upon promising efficacy seen in 3 prior early-stage ALS clinical trials, including a U.S. randomized
placebo-controlled Phase 2 trial. The Company expects to complete NurOwn® ALS Phase 3 study enrollment by the end of the third
quarter of 2019 and the trial is expected to generate data to support the FDA BLA filing of NurOwn® in ALS in the second half
of 2020.
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The Company was granted FDA approval in December 2018 for the IND Application of NurOwn® in
Progressive Multiple Sclerosis (PMS) (www.clinicalTrials.gov Identifier NCT03799718). The study entitled ‘A Phase 2, open-label,
multicenter study to evaluate the safety and efficacy of repeated administration of NurOwn® (Autologous Mesenchymal Stem Cells
Secreting Neurotrophic Factors; MSC-NTF cells) in participants with Progressive Multiple Sclerosis (MS)’ will be conducted
at 5 leading U.S. MS centers. As of the quarter ending June 30 2019, the first three (3) study participants have been enrolled
in the study. Enrollment will proceed through the fourth quarter of 2019 as planned.
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On April 30, 2019, the Company announced that it has expanded its proprietary cellular technology
platform to include NurOwn®-derived exosomes (extracellular vesicles) for potential development across a broad range of CNS
(Central Nervous System) disorders.
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Since May 2019, following the approval by the MOH to support the treatment of 13 ALS patients with
NurOwn® under the Israeli Hospital Exemption (HE) regulatory pathway, the Company has enrolled six (6) patients under the HE
pathway. Thus far, the Company received approximately $1 million in connection with the treatment for the aforementioned patients.
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On June 11, 2019, the Company established an at-the-market Common Stock offering program (the “ATM
Program”) to sell shares of Common Stock, having an aggregate offering price of up to $20 million. This program provides
additional financial flexibility and an alternative mechanism to access the capital markets at an efficient cost as and when the
Company needs financing.
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On August 2, 2019, the Company entered into a Warrant Exercise Agreement which generated gross
cash proceeds to the Company of approximately $3.3 million. Terms of the Warrant Exercise Agreement are described under “The
Transactions” below.
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Corporate Information
The Company is incorporated under the laws of the State of
Delaware. The Company’s principal executive offices are located at 1325 Avenue of Americas, 28th Floor, New York, NY 10019,
and its telephone number is (201) 488-0460. The Company maintains a website at http://www.brainstorm-cell.com.
The information on the Company’s website is not incorporated by reference into this prospectus or any prospectus supplement
and should not be considered to be part of this prospectus or any prospectus supplement.
The Transactions
Warrant Exercise Agreement
On August 2, 2019, the Company entered into a Warrant Exercise
Agreement (the “Warrant Exercise Agreement”) with certain holders (the “Selling Securityholders”) of warrants
(the “2018 Warrants”) to purchase Company common stock, $0.00005 par value per share (“Common Stock”),
which 2018 Warrants were originally issued in the Company’s June 6, 2018 private placement. Pursuant to the Warrant Exercise
Agreement, the Selling Securityholders agreed to exercise 842,000 shares of Common Stock (the “Exercised Shares”) of
their 2018 Warrants, at an amended exercise price of $3.90 per share. The warrant exercises generated gross cash proceeds to the
Company of approximately $3.3 million. The Company agreed to issue new warrant shares to the Selling Securityholders to purchase
842,000 shares of Common Stock, at an exercise price of $7.00, with an expiration date of December 31, 2021 (the “New Warrants”).
The 2018 Warrants, to the extent not exercised (the “Remaining 2018 Warrant”), were also amended to reduce the exercise
price to $7.00 per share and to extend the expiration date to December 31, 2021.
The Selling Securityholders agreed that, subject to limited
exceptions, for the 90 days following the date of the Warrant Exercise Agreement, neither the Company nor its subsidiaries will
issue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock, without the
prior written consent of the Selling Securityholders holding a majority of the New Warrant shares. The Company also agreed that
during the time the New Warrants are unexercised, the Company will not enter into any agreements with any holder of 2018 Warrants
with more favorable terms, without the consent of the Selling Securityholders holding a majority of the warrant shares then exercisable
under all outstanding Warrant Exercise Agreements.
The New Warrants have not been registered under the Securities
Act of 1933, as amended (the Securities Act), or state securities laws. The issuance of the Exercised Shares and New Warrants is
exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving
any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act.
Under the Warrant Exercise Agreement, the Company agreed that
it would file a resale registration statement for the Common Stock underlying the New Warrants within 30 days following the signing
of the Warrant Exercise Agreement. The Company agreed to have the registration statement declared effective within 120 days following
the signing of the agreement and to use commercially reasonable efforts to keep the registration statement effective until all
securities covered by the registration statement have been sold or may be sold without restriction under Rule 144 under the Securities
Act. If the Company does not comply with the registration rights provisions in the Warrant Exercise Agreement, the Selling Securityholders
will have the option of cashless exercise of the New Warrants.
The Company is registering the shares of Common Stock underlying
the New Warrants in order to fulfill its contractual obligations to the Selling Securityholders contained in the Warrant Exercise
Agreement. Registration of the shares of Common Stock covered by this prospectus does not necessarily mean that all or any portion
of such shares will be offered for sale by the Selling Securityholders.
Offering by Selling Securityholders
The Company is registering the following securities issued in
connection with the transactions as described above under “The Transactions”:
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For resale by the Selling Securityholders, 842,000 shares of Common Stock issuable upon exercise of the New Warrants that were acquired pursuant to the Warrant Exercise Agreement.
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Holders of the warrants may purchase one share of common stock
for each warrant exercised. The exercise price and number of shares of Common Stock issuable upon exercise of the warrants are
subject to further adjustment in certain circumstances.
The exercise price of the New Warrants is $7.00 per share. The
New Warrants are exercisable starting February 3, 2020 and expire on December 31, 2021. There is a possibility that the warrants
will never be exercised when in-the-money or otherwise, and that warrant holders will never receive shares or payment of cash in
settlement of the warrants.
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Common stock outstanding:
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22,550,442 shares as of August 7, 2019.
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Use of proceeds:
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The Company will not receive any of the proceeds from the sale of the securities being registered on behalf of the Selling Securityholders hereunder. The Company will receive the exercise price upon the exercise of any New Warrant. To the extent the Company receives cash upon any exercise of the New Warrants, it expects to use that cash to advance its clinical programs and for working capital and general corporate purposes.
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Market Symbol:
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The Company’s Common Stock is quoted on the Nasdaq Capital Market under the symbol “BCLI”.
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Risk Factors:
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Investing in the Company’s securities involves substantial risks. You should carefully review and consider the “Risk Factors” section of this prospectus beginning on page 4 for a discussion of factors to consider before deciding to invest in the Company’s securities.
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The Company will bear the expenses of registering these securities.
The Selling Securityholders will pay the cost of any brokerage commissions and discounts, and all expenses incurred by them in
connection with the resale of the securities. See “Plan of Distribution.”
The Company had 22,550,442 shares of Common Stock outstanding
as of August 7, 2019, which includes 842,000 shares issued in connection with the Selling Securityholders’ August 2, 2019
exercises of 2018 Warrants and excludes:
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1,247,273 shares of Common Stock issuable upon exercise of outstanding stock options, at a weighted average exercise price of $2.8475 per share, under the Company’s equity incentive plans;
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2,236,423 additional shares of Common Stock reserved for future issuance under the Company’s equity incentive plans; and
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4,481,534 shares of Common Stock issuable upon exercise of outstanding warrants with exercise prices ranging from $1.005 per share to $9.00 per share.
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Except as otherwise indicated herein, all information in this
prospectus assumes or gives effect to no exercise of the New Warrants.
RISK FACTORS
Investing in the Company’s securities involves significant
risks. Please see the risk factors under the heading “Risk Factors” in the Company’s most recent Annual Report
on Form 10-K, as revised or supplemented by the Company’s Quarterly Reports on Form 10-Q filed with the SEC since the filing
of the Company’s most recent Annual Report on Form 10-K, each of which are on file with the SEC and are incorporated by reference
in this prospectus. Before making an investment decision, you should carefully consider these risks as well as other information
the Company includes or incorporate by reference in this prospectus and any prospectus supplement. The risks and uncertainties
the Company has described are not the only ones facing the Company. Additional risks and uncertainties not presently known to the
Company or that the Company currently deems immaterial may also affect the Company’s business operations.
SPECIAL NOTE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and each prospectus supplement and the documents
incorporated herein and therein by reference may contain forward-looking statements within the meaning of the federal securities
laws. These forward-looking statements are intended to qualify for the safe harbor from liability established by the Private Securities
Litigation Reform Act of 1995. All statements other than statements of historical fact included in this prospectus supplement,
the accompanying prospectus, any free writing prospectus or the documents incorporated herein or therein by reference, are forward
looking statements. The words “believe,” “may,” “might,” “could,” “will,”
“aim,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“plan” and similar words are intended to identify estimates and forward-looking statements.
Our forward-looking statements are based on our current assumptions
and expectations about future events and trends, which affect or may affect our business, strategy, operations, financial performance
or prospects. Although we believe that these estimates and forward-looking statements are based upon reasonable assumptions,
they are subject to numerous known and unknown risks and uncertainties and are made in light of information currently available
to us. Many important factors may materially and adversely affect the assumptions and expectations described in the forward-looking
statements. You should read this prospectus supplement, the accompanying prospectus, any free writing prospectus, and the documents
we incorporate by reference herein and therein, completely and with the understanding that our actual future results may be materially
different and worse than what we expect.
Moreover, we operate in an evolving environment. New risk factors
and uncertainties emerge from time to time and it is not possible for us to predict all risk factors and uncertainties, nor can
we assess the impact of all factors on our business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statements. We qualify all of our forward-looking statements
by these cautionary statements.
The following factors, among others, could cause our financial
performance to differ materially from that expressed in such forward-looking statements:
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our need to raise additional capital,
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our ability to continue as a going concern,
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regulatory approval of our NurOwn® treatment candidate,
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the success of our product development programs and research,
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regulatory and personnel issues,
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development of a global market for our services,
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the ability to secure and maintain research institutions to conduct our clinical trials,
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the ability to generate significant revenue,
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the ability of our NurOwn® treatment candidate to achieve broad acceptance as a treatment option for Amyotrophic Lateral
Sclerosis (“ALS”, also known as Lou Gehrig’s disease) or other neurodegenerative diseases,
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our ability to manufacture and commercialize our NurOwn® treatment candidate,
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obtaining patents that provide meaningful protection,
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competition and market developments,
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our ability to protect our intellectual property from infringement by third parties,
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health reform legislation,
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demand for our services,
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currency exchange rates,
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product liability claims and litigation, and
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other risks and uncertainties detailed from time to time in our SEC filings.
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Estimates and forward-looking statements speak only as of the
date they were made, and, except to the extent required by law, we undertake no obligation to update or to review any estimate
and/or forward-looking statement because of new information, future events or other factors. Estimates and forward-looking statements
involve risks and uncertainties and are not guarantees of future performance. As a result of the risks and uncertainties described
herein and in our other SEC filings, the results and outcomes set forth in the forward-looking statements discussed in this prospectus
supplement, the accompanying prospectus, any free writing prospectus, and the documents incorporated by reference herein and therein,
might not occur and our future results and our performance may differ materially from those expressed in these forward-looking
statements due to, but not limited to, the factors mentioned above. Because of these uncertainties, you should not place undue
reliance on these forward-looking statements when making an investment decision.
USE OF PROCEEDS
We will not receive any proceeds from the resale of common stock
by the selling stockholder subject to this prospectus. The Selling Securityholders will receive all of the net proceeds from the
sale of any shares under this prospectus. The Selling Securityholders will pay any underwriting discounts and commissions and expenses
incurred by the Selling Securityholders for brokerage, accounting, tax, legal services or any other expenses incurred by the Selling
Securityholders in disposing of these shares. We will bear all other costs, fees and expenses incurred in effecting the registration
of the shares covered by this prospectus.
We may receive gross proceeds of up to $5,894,000 from the exercise
of the warrants. We currently intend to use the estimated net proceeds from the sale of these securities to advance our clinical
programs and for working capital and general corporate purposes, which may include the following:
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the research, development and clinical trials for our treatments;
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pursuing growth initiatives;
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any other purpose that we may specify in any prospectus supplement.
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We have not yet determined the amount of net proceeds to be
used specifically for any of the foregoing purposes. Accordingly, our management will have significant discretion and flexibility
in applying the net proceeds from the exercise of the warrants. Pending any use, as described above, we intend to invest the net
proceeds in high-quality, short-term, interest-bearing securities. Our plans to use the estimated net proceeds from the exercise
of the warrants may change, and if they do, we will update this information in a prospectus supplement.
SELLING SECURITYHOLDERS
Below is information with respect to the beneficial ownership
of our securities by the Selling Securityholders as of August 2, 2019, based on information supplied to us by the Selling Securityholders.
When we refer to the “Selling Securityholders” in this prospectus we mean the holders listed below and their pledgees,
donees, transferees or other successors in interest. Except as described below, the Selling Securityholders do not have, or have
had, any position, office or other material relationship with us or any of our affiliates beyond their investment in, or receipt
of, our securities. Beneficial ownership has been determined in accordance with the rules of the SEC, and includes voting or investment
power with respect to the securities. Our registration of these securities does not necessarily mean that the Selling Securityholders
will sell any or all of the securities covered by this prospectus.
We are registering 842,000 shares of Common Stock underlying
the warrants, issued to the Selling Securityholders for resale from time to time by the Selling Securityholders identified in this
prospectus.
The information set forth in the following table regarding the
beneficial ownership after resale of securities assumes that the Selling Securityholder will purchase the maximum number of shares
of Common Stock provided for by the warrants and will sell all of the shares of Common Stock owned by that Selling Securityholder
covered by this prospectus. There is no assurance that any of the warrants will be exercised.
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Securities
Beneficially Owned
Prior to the
Offering
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Securities Offered
Hereby
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Securities Beneficially Owned
After this Offering
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Percentage of Common Stock Owned After this Offering
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Name
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Common Stock
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Warrants
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Common Stock
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Common Stock underlying Warrants
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Common Stock
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Warrants
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Sabby Healthcare Master Fund, Ltd.
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0
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1,000,000
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—
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420,000
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375,798
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580,000
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(1)
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4.2%
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Sabby Volatility Warrant Master Fund, Ltd.
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0
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899,999
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—
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380,000
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361,381
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519,999
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(1)
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3.9%
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Warberg WF V LP
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1
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100,000
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—
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42,000
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42,001
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58,000
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*
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* Less than 1%
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(1)
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Warrants are not exercisable to the extent that Selling Securityholder, together with their affiliates, and any other persons acting as a group together with the Selling Securityholder, would beneficially own in excess of 4.99% (subject to adjustment as set forth in the warrants) of the number of shares of the Common Stock then outstanding.
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PLAN OF DISTRIBUTION
Each Selling Securityholder of the securities and any of their
pledgees, assignees and successors-in-interest may, from time to time, sell any or all of their securities covered hereby on the
principal Trading Market or any other stock exchange, market or trading facility on which the securities are traded or in private
transactions. These sales may be at fixed or negotiated prices. A Selling Securityholder may use any one or more of the following
methods when selling securities:
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ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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block trades in which the broker-dealer will attempt to sell the securities as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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an exchange distribution in accordance with the rules of the applicable exchange;
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privately negotiated transactions;
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settlement of short sales;
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in transactions through broker-dealers that agree with the Selling Securityholders to sell a specified number of such securities at a stipulated price per security;
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through the writing or settlement of options or other hedging transactions, whether through an options exchange or otherwise;
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a combination of any such methods of sale; or
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any other method permitted pursuant to applicable law.
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The Selling Securityholders may also sell securities under Rule
144 under the Securities Act, if available, rather than under this prospectus.
Broker-dealers engaged by the Selling Securityholders may arrange
for other brokers-dealers to participate in sales. Broker-dealers may receive commissions or discounts from the Selling Securityholders
(or, if any broker-dealer acts as agent for the purchaser of securities, 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 FINRA Rule 2440; and in the case of a principal transaction a markup or markdown in compliance with
FINRA IM-2440.
In connection with the sale of the securities or interests therein,
the Selling Securityholders may enter into hedging transactions with broker-dealers or other financial institutions, which may
in turn engage in short sales of the securities in the course of hedging the positions they assume. The Selling Securityholders
may also sell securities short and deliver these securities to close out their short positions, or loan or pledge the securities
to broker-dealers that in turn may sell these securities. The Selling Securityholders 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 securities offered by this prospectus, which securities such broker-dealer or other
financial institution may resell pursuant to this prospectus (as supplemented or amended to reflect such transaction).
The Selling Securityholders and any broker-dealers or agents
that are involved in selling the securities 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 securities purchased by them may be deemed to be underwriting commissions or discounts under the Securities Act.
Each Selling Securityholder has informed the Company that they acquired the securities in the ordinary course of business and that
they do not have any written or oral agreement or understanding, directly or indirectly, with any person to distribute the securities.
The Company is required to pay certain fees and expenses incurred by the Company incident to the registration of the securities.
We agreed to keep this prospectus effective until the earlier
of (i) the date on which the securities may be resold by the Selling Securityholders without registration and without regard to
any volume or manner-of-sale limitations by reason of Rule 144, without the requirement for the Company to be in compliance with
the current public information requirement under Rule 144 under the Securities Act or any other rule of similar effect or (ii)
all of the securities have been sold pursuant to this prospectus or Rule 144 under the Securities Act or any other rule of similar
effect. The resale securities will be sold only through registered or licensed brokers or dealers if required under applicable
state securities laws. In addition, in certain states, the resale securities 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 resale securities 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 Securityholders 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 securities of the Common
Stock by the Selling Securityholders or any other person. We will make copies of this prospectus available to the Selling Securityholders
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
Validity of the securities offered by this prospectus will be
passed upon for us by BRL Law Group LLC, Boston, Massachusetts. As of August 16, 2019, Thomas B. Rosedale, the Managing
Member of BRL Law Group LLC, beneficially and of record owns 81,522 shares of our common stock.
EXPERTS
The financial statements, and the related financial statement
schedules, incorporated in this Prospectus by reference from the Company's Annual Report on Form 10-K for the year ended December
31, 2018, 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, which is incorporated herein by reference. Such financial statements and financial
statement schedules have been so incorporated in reliance upon the report of such firm given upon their authority as experts in
accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports and other information
with the SEC. These filings contain important information that does not appear in this prospectus. Our SEC filings are available
on the SEC Internet site at http://www.sec.gov, which contains reports, proxy and information statements, and other information
regarding issuers that file electronically with the SEC, and in the “Financial Reports & Filings” section of our
website at www.brainstorm-cell.com. Our website and the information contained on that site, or connected to that
site, are not incorporated into and are not a part of this prospectus or any prospectus supplement.
This prospectus is part
of a registration statement that we filed with the Securities and Exchange Commission. The registration statement contains more
information than this prospectus regarding us and our Common Stock, including certain exhibits and schedules. You can obtain a
copy of the registration statement from the SEC’s Internet site.
INCORPORATION OF CERTAIN DOCUMENTS BY
REFERENCE
The Securities and Exchange Commission requires us to “incorporate
by reference” into this prospectus certain information we file with them, which means that we can disclose important information
to you by referring you to those documents. The information we incorporate herein by reference is considered to be part of this
prospectus and information that we file later with the Securities and Exchange Commission automatically will update and supersede
such information. We incorporate herein by reference the documents listed below and any future filings we make with the Securities
and Exchange Commission under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, prior to the termination
of the offering of the securities covered by this prospectus, as amended:
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(1)
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Our Annual Report on Form 10-K for the fiscal year ended December 31, 2018;
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(4)
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All of our filings pursuant to the Exchange Act after the date of filing the initial registration statement and prior to the effectiveness of the registration statement; and
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(5)
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The description of our common stock contained in our Registration Statement on Form 8-A filed on September 24, 2014, including any amendments or reports filed for the purpose of updating such description.
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You may request, orally or in writing, a copy of these filings
(including exhibits to such filings that we have specifically incorporated by reference in such filings), at no cost, by contacting
our executive offices at the following address:
Brainstorm
Cell Therapeutics Inc.
1325 Avenue of Americas, 28th Floor
New
York, NY 10019
Attention: Chief Executive Officer
(201) 488-0460
You should rely only on the information contained in this prospectus,
including information incorporated by reference as described above, or any prospectus supplement or that we have specifically referred
you to. We have not authorized anyone else to provide you with different information. You should not assume that the information
in this prospectus or any prospectus supplement is accurate as of any date other than the date on the front of those documents
or that any document incorporated by reference is accurate as of any date other than its filing date. You should not consider this
prospectus to be an offer or solicitation relating to the securities in any jurisdiction in which such an offer or solicitation
relating to the securities is not authorized. Furthermore, you should not consider this prospectus to be an offer or solicitation
relating to the securities if the person making the offer or solicitation is not qualified to do so, or if it is unlawful for you
to receive such an offer or solicitation.
Any statement contained in a document incorporated or deemed
to be incorporated herein by reference will be deemed to be modified or superseded for purposes of this prospectus to the extent
that a statement contained herein or any other subsequently filed document that is deemed to be incorporated herein by reference
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.
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