Brainstorm Cell Therapeutics Inc. filed SEC Form 8-K: Submission of Matters to a Vote of Security Holders, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Amendments to the 2014 Stock Incentive Plan and 2014 Global Share Option Plan
As described below, on June 25, 2025, Brainstorm Cell Therapeutics Inc. (the “Company”) held its Annual Meeting of Stockholders (the “Annual Meeting”), virtually via the internet, and the stockholders of the Company approved Amendment No. 5 to the 2014 Stock Incentive Plan, as amended, and Amendment No. 5 to the 2014 Global Share Option Plan, as amended (collectively, the “Amendments to the 2014 Plans”). The Amendments to the 2014 Plans amend each of the 2014 Stock Incentive Plan, as amended, and 2014 Global Share Option Plan, as amended, respectively (collectively, the “Original 2014 Plans”) to increase the shared pool of shares of the Company’s common stock, par value $0.00005 per share (the “Common Stock”) available for issuance under the Company’s Original 2014 Plans by 2,000,000 shares of Common Stock, resulting in a shared pool of 2,906,666 shares of Common Stock.
The Company’s officers and directors are among the persons eligible to receive awards under the Original 2014 Plans, as amended by the Amendments to the 2014 Plans, in accordance with the terms and conditions thereunder. A detailed summary of the Original 2014 Plans, as amended by the Amendments to the 2014 Plans, is set forth in Proposal No. 4 in the Company’s Definitive Proxy Statement on Schedule 14A for the Annual Meeting, which was filed with the U.S. Securities and Exchange Commission on May 16, 2025 (the “Proxy Statement”). Such detailed summary of the Original 2014 Plans, as amended by the Amendments to the 2014 Plans and the foregoing description of the Original 2014 Plans, as amended by the Amendments to the 2014 Plans, are qualified in their entirety by reference to the full text of the Original 2014 Plans and the Amendments to the 2014 Plans, copies of which are filed as Exhibits 10.1 through 10.12 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 5.07 Submission of Matters to a Vote of Security Holders.
At the Annual Meeting, the Company’s stockholders voted on the proposals set forth below, each of which is described in greater detail in the Proxy Statement. The following actions were taken at the Annual Meeting:
1. Stockholders elected the seven (7) nominees (listed below) for election to the Company’s Board to hold office until the next annual meeting of stockholders and until their successors are duly elected and qualified or until their earlier resignation or removal, based upon the following votes:
| Votes For | Votes Withheld | Broker Non-Votes | ||||
| Dr. Irit Arbel | 1,019,207 | 106,061 | 2,556,446 | |||
| Dr. Menghisteab Bairu | 988,227 | 137,041 | 2,556,446 | |||
| Dr. Jacob Frenkel | 1,043,878 | 81,390 | 2,556,446 | |||
| Nir Naor | 958,146 | 167,122 | 2,556,446 | |||
| Dr. Anthony Polverino | 1,046,623 | 78,645 | 2,556,446 | |||
| Uri Yablonka | 956,788 | 168,480 | 2,556,446 | |||
| Dr. Stacy Lindborg | 1,055,967 | 69,301 | 2,556,446 |
2. Stockholders approved the proposal to ratify the appointment of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network, as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2025, based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 3,346,891 | 315,162 | 19,661 | 0 |
3. Stockholders approved, for purposes of complying with Nasdaq Listing Rule 5635(d), the issuance of shares of the Company’s Common Stock, issuable upon the exercise of the Common Warrant in an amount equal to or in excess of twenty percent (20%) of the shares of the Company’s Common Stock outstanding immediately prior to the issuance of such warrant, based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 874,965 | 236,549 | 13,754 | 2,556,446 |
4. Stockholders approved amendments to the Company’s Original 2014 Plans to increase the shared pool of shares available for issuance under the Original 2014 Plans by 2,000,000 shares from 906,666 shares to 2,906,666 shares based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||
| 758,668 | 362,809 | 3,791 | 2,556,446 |
Item 9.01 Financial Statements and Exhibits.
(d): Exhibits:
* Filed herewith.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRAINSTORM CELL THERAPEUTICS INC. | ||
| Date: June 25, 2025 | By: | /s/ Chaim Lebovits |
| Chaim Lebovits | ||
| Chief Executive Officer | ||