UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact name of registrant as specified in its charter)
| (State or other jurisdiction of incorporation) |
(Commission File No.) | (IRS Employer Identification No.) |
| (Address of principal executive offices) | (Zip Code) |
(
(Registrant’s telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered |
|
(Nasdaq Capital Market) |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
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 13(a) of the Exchange Act. ¨
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 September 16, 2024, 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. 4 to the 2014 Stock Incentive Plan, as amended, and Amendment No. 4 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 (i) 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 8,000,000 shares of Common Stock, resulting in a shared pool of 13,600,000 shares of Common Stock, and (ii) extend the term of each of the Original 2014 Plans by ten years.
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 August 16, 2024 (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 10.10 to this Current Report on Form 8-K and are incorporated by reference herein.
Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
During the Annual Meeting, the Company’s stockholders approved amendments to the Company’s certificate of incorporation, as amended, to (i) increase the number of authorized shares of Common Stock from 100,000,000 shares to 250,000,000 (the “Authorized Share Increase Amendment”) and (ii) authorize the Board of Directors (the “Board”), in its discretion, should it deem it to be appropriate and in the best interests of the Company and its stockholders, to amend the Company’s certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock by a ratio between 1-for-5 and 1-for-15, inclusive, without further approval or authorization of the Company’s stockholders (the “RSS Amendment”).
The Authorized Share Increase Amendment related to increasing the number of authorized shares of Common Stock to 250,000,000 shares became effective upon filing of the Certificate of Amendment to the certificate of incorporation with the Secretary of State of the State of Delaware on September 16, 2024. A copy of the Certificate of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by reference. The RSS Amendment related to the reverse stock split allows the Board to effect a reverse stock split between 1-for-5 and 1-for-15, inclusive, at any time on or before September 16, 2025, at the Board’s discretion.
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 | 24,307,140 | 5,036,227 | 24,890,951 | |||||||||
| Dr. Anthony Polverino | 23,926,721 | 5,416,646 | 24,890,951 | |||||||||
| Dr. Jacob Frenkel | 25,469,246 | 3,874,121 | 24,890,951 | |||||||||
| Uri Yablonka | 25,441,965 | 3,901,402 | 24,890,951 | |||||||||
| Dr. Menghisteab Bairu | 26,111,531 | 3,231,836 | 24,890,951 | |||||||||
| Nir Naor | 23,928,445 | 5,414,922 | 24,890,951 | |||||||||
| Dr. Stacy Lindborg | 26,155,027 | 3,188,340 | 24,890,951 | |||||||||
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, 2024, based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 49,943,565 | 1,050,750 | 3,240,003 | 0 | |||||||||||
3. Stockholders approved the Amendment to the Company’s certificate of incorporation, as amended, to increase the number of authorized shares of Common Stock from 100,000,000 shares to 250,000,000 shares, based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 42,626,189 | 11,045,643 | 562,486 | 0 | |||||||||||
4. Stockholders approved of amendments to the Company’s Original 2014 Plans to increase the shared pool of shares available for issuance under the Original 2014 Plans by 8,000,000 shares from 5,600,000 shares to 13,600,000 shares and extend the terms of the Original 2014 Plans by ten years each, based upon the following votes:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 20,524,249 | 8,592,455 | 226,663 | 24,890,951 | |||||||||||
5. Stockholders approved an amendment to the Company’s certificate of incorporation to authorize the Board, in its discretion, should it deem it to be appropriate and in the best interests of the Company and its stockholders, to amend the Company’s certificate of incorporation to effect a reverse stock split of the Company’s issued and outstanding shares of Common Stock by a ratio between 1-for-5 and 1-for-15, inclusive, without further approval or authorization of the Company’s stockholders. The voting results were as follows:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 42,880,098 | 11,293,834 | 60,386 | 0 | |||||||||||
6. The stockholders approved, on a non-binding advisory basis, holding advisory votes on the compensation of the Company’s named executive officers every three years, based upon the following vote:
| Votes For 1 Year | Votes For 2 Years | Votes For 3 Years | Abstentions | Broker Non-Votes | ||||||||||||||
| 8,221,436 | 551,403 | 17,721,476 | 2,849,052 | 24,890,951 | ||||||||||||||
7. The stockholders of the Company approved, on a non-binding advisory basis, the compensation of the Company’s named executive officers, based upon the following vote:
| Votes For | Votes Against | Abstentions | Broker Non-Votes | |||||||||||
| 23,439,724 | 2,640,861 | 3,262,782 | 24,890,951 | |||||||||||
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: September 16, 2024 | By: | /s/ Chaim Lebovits |
| Chaim Lebovits | ||
| Chief Executive Officer | ||