Item 1.01 Entry into a Material Definitive Agreement.
On March 6, 2020, Brainstorm Cell Therapeutics
Inc. (the “Company”) entered into a Securities Purchase Agreement (the “Purchase Agreement”) with Abbhi
Investments, LLC (the “Purchaser”) pursuant to which the Company agreed to issue and sell, in a public offering, directly
to the Purchaser (the “Registered Direct Offering”), 1,250,000 shares of the Company’s common stock, par value
$0.00005 per share (the “Common Stock”). The purchase price per share for the Common Stock is $8.00 for a total purchase
price of $10,000,000. In connection therewith, the Company also agreed to issue the Purchaser a Common Stock Purchase Warrant to
purchase 250,000 shares of Common Stock at an exercise price of $15.00 per share, with an expiration date of the third anniversary
of the date of issuance (the “Warrant”).
The closing of the Registered Direct
Offering is expected to take place on or before March 6, 2020. The Purchase Agreement contains customary representations,
warranties and agreements by the Company and customary conditions to closing.
The net proceeds to the Company are expected
to be approximately $10.0 million, after deducting estimated expenses payable by the Company associated with the Registered Direct
Offering. The Company intends to use the proceeds from the Registered Direct Offering to fund its operations, which includes,
but is not limited to, advancing the Company’s clinical programs, commercial production of the investigational therapeutic
NurOwn® (whether for ALS or other indications), regulatory, pre-marketing and commercialization preparation activities of NurOwn®
for ALS, working capital and general corporate purposes.
The Registered Direct Offering is being
made pursuant to the Company’s shelf registration statement on Form S-3 (Registration No. 333-225517), which was declared
effective by the Securities and Exchange Commission (the “SEC”) on June 29, 2018, including the prospectus contained
therein, as well as a prospectus supplement to be filed with the SEC in connection with the Company’s takedown relating to
the Registered Direct Offering.
The description of the terms and
conditions of the Purchase Agreement and the Warrant do not purport to be complete and is qualified in its entirety by the
full text of the Purchase Agreement and the Warrant, the forms of which are filed as Exhibits 10.1 and 4.1, respectively, to this
Current Report on Form 8-K, and are incorporated herein by reference.
A copy of the press release issued by the
Company announcing the Registered Direct Offering is attached hereto as Exhibit 99.1.
This Current Report on Form 8-K shall not
constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state
or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities
laws of any such state or jurisdiction.
The legal opinion
and consent of BRL Law Group LLC relating to the securities are filed as Exhibit 5.1 to this Current Report on Form 8-K.