As filed with the Securities and Exchange Commission
on July 3, 2025
Registration No. 333-  
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES
ACT OF 1933
BRAINSTORM CELL THERAPEUTICS INC.
(Exact name of registrant as specified in its
charter)
Delaware |
20-7273918 |
(State or other jurisdiction of
incorporation or organization) |
(I.R.S. Employer
Identification No.) |
1325 Avenue of Americas,
28th Floor, New York, NY, 10019
(Address of Principal Executive Offices, Zip Code)
2014 Stock Incentive Plan
2014 Global Share Option Plan
(Full title of the plan)
Chaim Lebovits
President and Chief Executive Officer
Brainstorm Cell Therapeutics Inc.
1325 Avenue of Americas, 28th Floor
New York, NY 10019
(Name and address of agent for service)
(201) 488-0460
(Telephone number, including area code, of agent
for service)
Copies to:
Mitchell S. Bloom, Esq.
Mayan Katz, Esq.
Goodwin Procter LLP
100 Northern Ave
Boston, Massachusetts 02210
(617) 570-1000
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions
of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging
growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer |
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¨ |
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Accelerated filer |
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¨ |
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Non-accelerated filer |
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x |
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Smaller reporting company |
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x |
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Emerging growth company |
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¨ |
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 7(a)(2)(B) of the Securities Act. ¨
EXPLANATORY NOTE
Pursuant to General Instruction E to Form S-8, this Registration
Statement on Form S-8 (this “Registration Statement”) is being filed to register an additional 2,533,333 shares of common
stock, par value $0.00005 per share (“Common Stock”), of Brainstorm Cell Therapeutics Inc. (the “Registrant”)
reserved under the Registrant’s 2014 Stock Incentive Plan and the 2014 Global Share Option Plan, each as amended through June 25,
2025 (as amended, collectively, the “2014 Plans”), including (i) additional 533, 333 shares of Common Stock (as adjusted
to reflect the reverse stock split effected in October 2024) reserved under the 2014 Plans pursuant to the amendments thereto adopted
by the stockholders on September 16, 2024, and (ii) additional 2,000,000 shares of Common Stock reserved under the 2014 Plans
pursuant to the amendments thereto adopted by the stockholders on June 25, 2025. This Registration Statement registers additional
securities of the same class as other securities of the Registrant for which the registration statements filed on Form S-8 relating
to the 2014 Plans (File No. 333-198391, File No. 333-213714, File No. 333-228981 and File No. 333-261598) of the
Registrant are effective. The information contained in the Registrant’s registration statements on Form S-8 relating to the
2014 Plans (File No. 333-198391, File No. 333-213714, File No. 333-228981 and File No. 333-261598) is hereby incorporated
by reference pursuant to General Instruction E of Form S-8, except with respect to Item 8.
Exhibits thereof.
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
The exhibits listed on the Exhibit Index immediately preceding such
exhibits are filed as part of this Registration Statement, and the contents of the Exhibit Index are incorporated herein by reference.
EXHIBIT INDEX
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Incorporated
by Reference |
Exhibit
Number |
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Exhibit
Description |
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Filed
Herewith |
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Form |
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SEC
File /
Registration
Number |
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Exhibit |
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Filing
Date |
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4.1 |
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Certificate
of Incorporation of Brainstorm Cell Therapeutics Inc. |
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Definitive
Schedule 14A |
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333-61610 |
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Appendix
B |
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11/20/2006 |
4.2 |
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Certificate
of Amendment of Certificate of Incorporation of Brainstorm Cell Therapeutics Inc. dated September 15, 2014. |
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8-K |
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000-54365 |
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3.1 |
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09/16/2014 |
4.3 |
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Certificate of Amendment of Certificate of Incorporation of Brainstorm Cell Therapeutics Inc. dated August 31, 2015. |
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8-K |
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001-366641 |
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3.1 |
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09/04/2015 |
4.4 |
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Certificate
of Amendment of Certificate of Incorporation of Brainstorm Cell Therapeutics Inc., dated September 16, 2024. |
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8-K |
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001-366641 |
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3.1 |
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09/16/2024 |
4.5 |
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Certificate
of Amendment of Certificate of Incorporation of Brainstorm Cell Therapeutics Inc., dated September 30, 2024. |
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8-K |
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001-366641 |
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3.1 |
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10/01/2024 |
4.6 |
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ByLaws
of Brainstorm Cell Therapeutics Inc. |
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Definitive
Schedule 14A |
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333-61610 |
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Appendix
C |
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11/20/2006 |
4.7 |
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Amendment
No. 1 to ByLaws of Brainstorm Cell Therapeutics Inc., dated as of March 21, 2007. |
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8-K |
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333-61610 |
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3.1 |
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03/27/2007 |
4.8 |
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Amendment
No. 2 to the Bylaws of Brainstorm Cell Therapeutics Inc., dated as of April 20, 2025 |
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8-K |
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333-61610 |
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3.1 |
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04/21/2025 |
5.1 |
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Opinion
of Goodwin Procter LLP |
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X |
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23.1 |
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Consent
of Goodwin Procter LLP (included in opinion of counsel filed as Exhibit 5.1) |
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X |
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23.2 |
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Consent
of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network. |
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X |
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24 |
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Power
of Attorney to file future amendments (set forth on the signature page of this Registration Statement) |
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X |
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99.1 |
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Brainstorm
Cell Therapeutics Inc. 2014 Stock Incentive Plan |
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8-K |
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000-54365 |
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10.1 |
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08/15/2014 |
99.2 |
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Amendment
No. 1 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan |
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Definitive
Schedule 14A |
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000-36641 |
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Appendix A |
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05/11/2016 |
99.3 |
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Amendment
No. 2 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan |
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8-K |
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000-36641 |
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10.1 |
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11/30/2018 |
99.4 |
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Amendment
No. 3 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan |
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Definitive
Schedule 14A |
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000-36641 |
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Appendix
A |
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10/01/2020 |
99.5 |
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Amendment
No. 4 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan |
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8-K |
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000-36641 |
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10.5 |
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09/16/2024 |
99.6 |
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Amendment
No. 5 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan |
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8-K |
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000-36641 |
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10.6 |
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06/25/2025 |
99.7 |
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Brainstorm
Cell Therapeutics Inc. 2014 Global Share Option Plan |
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8-K |
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000-54365 |
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10.2 |
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08/15/2014 |
99.8 |
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Amendment
No. 1 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan |
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Definitive
Schedule 14A |
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000-36641 |
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Appendix
B |
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05/11/2016 |
99.9 |
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Amendment
No. 2 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan |
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8-K |
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000-36641 |
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10.2 |
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11/30/2018 |
99.10 |
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Amendment
No. 3 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan |
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Definitive
Schedule 14A |
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000-36641 |
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Appendix
B |
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10/01/2020 |
99.11 |
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Amendment
No. 4 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan |
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8-K |
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000-36641 |
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10.10 |
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09/16/2024 |
99.12 |
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Amendment
No. 5 to Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan |
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8-K |
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000-36641 |
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10.12 |
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06/25/2025 |
107 |
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Filing
Fee table |
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X |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in City of New York, State of New
York, on July 3, 2025.
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BRAINSTORM CELL THERAPEUTICS INC. |
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By: |
/s/ Chaim Lebovits |
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Chaim Lebovits |
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President and Chief Executive Officer |
Each person whose signature appears below constitutes and appoints
Chaim Lebovits, Uri Yablonka and Alla Patlis, and each of them singly, his or her true and
lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them singly, for him or her and in
his or her name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments)
to this Registration Statement and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities
and Exchange Commission, granting to the attorneys-in-fact and agents, and each of them, full power and authority to do and perform each
and every act and thing requisite or necessary to be done in or about the premises, as full to all intents and purposes as he or she might
or could do in person, hereby ratifying and confirming all that the attorneys-in-fact and agents or any of each of them or their substitute
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the dates indicated.
Name |
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Title |
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Date |
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/s/ Chaim Lebovits
Chaim Lebovits |
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President and Chief Executive Officer
(Principal Executive Officer) |
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July 3, 2025 |
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/s/ Alla
Patlis
Alla Patlis |
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Interim Chief Financial Officer
(Principal Financial and Accounting Officer) |
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July 3, 2025 |
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/s/ Irit
Arbel
Irit Arbel |
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Director |
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July 3, 2025 |
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/s/ Nir Naor
Nir Naor |
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Director |
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July 3, 2025 |
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/s/ Jacob
Frenkel
Jacob Frenkel |
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Director |
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July 3, 2025 |
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/s/ Anthony
Polverino
Anthony Polverino |
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Director |
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July 3, 2025 |
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/s/ Uri Yablonka
Uri Yablonka |
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Director |
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July 3, 2025 |
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/s/ Menghisteab
Bairu
Menghisteab Bairu |
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Director |
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July 3, 2025 |
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/s/ Stacy
Lindborg
Stacy Lindborg |
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Director |
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July 3, 2025 |