Form 8-K

8-K — BRAINSTORM CELL THERAPEUTICS INC.

Accession: 0001104659-26-067474

Filed: 2026-05-28

Period: 2026-05-25

CIK: 0001137883

SIC: 2836 (BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES))

Item: Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers: Compensatory Arrangements of Certain Officers

Item: Regulation FD Disclosure

Item: Financial Statements and Exhibits

Documents

8-K — tm2615772d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2615772d1_ex10-1.htm)

EX-99.1 — EXHIBIT 99.1 (tm2615772d1_ex99-1.htm)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2615772d1_8k.htm · Sequence: 1

false

0001137883

2026-05-25

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xbrli:shares

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):

May 25, 2026

Brainstorm Cell Therapeutics Inc.

(Exact name of registrant as specified in its

charter)

Delaware

001-36641

20-7273918

(State or other jurisdiction of

incorporation)

(Commission File No.)

(IRS Employer Identification No.)

1325 Avenue of Americas, 28th Floor

New York, NY

10019

(Address of principal executive offices)

(Zip Code)

(201) 488-0460

(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(g) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, $0.00005 par value

BCLI

OTCQB Venture Market

(OTCQB)

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 Principal Officers; Election

of Directors; Appointment of Principal Officers.

On May 25, 2026, the Board of Directors (the “Board”)

of Brainstorm Cell Therapeutics Inc. (the “Company”) approved an increase in the number of directors constituting the

Board from seven to eight directors and appointed Peter Pitts to serve as a director of the Company, effective as of the same day, to

serve until the Company’s 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified.

Mr. Pitts, age 67, has served as the President of the Center for Medicine

in the Public Interest since 2004. Mr. Pitts has served as a Visiting Professor at the University of Paris School of Medicine since 2015.

From 2001 through 2003, Mr. Pitts served as a member of the United States Senior Executive Service, and from 2001 through 2003, he was

Associate Commissioner of the US Food & Drug Administration, where he served as senior communications and policy adviser to the Commissioner.

Mr. Pitts has served as a member of the Council for International Organizations of Medical Sciences Expert Working Group to help advance

patient involvement in the development and safe use of medicines since 2020. From 1997 though 2000, Mr. Pitts served as an adjunct professor

at Indiana University’s School of Public and Environmental Affairs. Mr. Pitts has over 30 years of experience in health care public

policy, and is lead author of multiple peer-reviewed publications. Mr. Pitts has a BA degree from McGill University.

The Company will enter into a standard indemnification agreement with

Mr. Pitts, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The Board also issued Mr. Pitts, upon his appointment

to the Board, an option to purchase up to 150,000 shares of the Company’s common stock, which was

consistent with the one-time grants made to the members of the Board in 2026 prior to the appointment of Mr. Pitts. Half of the options

vested upon issuance, and the remaining half will vest on the six-month anniversary of their issuance. Mr. Pitts will also be eligible

to participate in the Company’s annual non-employee director compensation program if and when the Board re-establishes that program.

The Board determined that Mr. Pitts is “independent” as

defined under the applicable SEC rules and regulations and the Company’s corporate governance guidelines. There are no family relationships

between Mr. Pitts and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Pitts

and any other persons or entities pursuant to which Mr. Pitts was appointed as director of the Company, and there are no transactions

involving Mr. Pitts, on the one hand, and the Company, on the other hand, that would require disclosure under Item 404(a) of Regulation

S-K.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on May 28, 2026, regarding Mr. Pitts’

appointment to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated

herein solely for purposes of this Item 7.01 disclosure.

Such press release shall not be deemed “filed” for any

purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),

or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed

incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general

incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

10.1

Form of Director Indemnification Agreement

99.1

Press Release issued by Brainstorm Cell Therapeutics Inc. on May

28, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL

document)

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: May 28, 2026

By:

/s/ Chaim Lebovits

Chaim Lebovits

President and Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2615772d1_ex10-1.htm · Sequence: 2

Exhibit 10.1

BRAINSTORM CELL THERAPEUTICS INC.

INDEMNIFICATION AGREEMENT

This Indemnification Agreement

(“Agreement”) is made as of     ,    by and between Brainstorm Cell Therapeutics

Inc., a Delaware corporation (the “Company”), and       (“Indemnitee”).

RECITALS

WHEREAS, the Company desires

to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company;

WHEREAS, in order to induce

Indemnitee to continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of

expenses to, Indemnitee to the maximum extent permitted by law;

WHEREAS, the Certificate of

Incorporation (as amended, restated, modified, supplemented and in effect from time to time, the “Charter”) and the

Bylaws (as amended, restated, modified, supplemented and in effect from time to time, the “Bylaws”) of the Company

require indemnification of the officers and directors of the Company, and Indemnitee may also be entitled to indemnification pursuant

to the General Corporation Law of the State of Delaware (the “DGCL”);

WHEREAS, the Charter, the

Bylaws and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate

that contracts may be entered into between the Company and members of the board of directors, officers and other persons with respect

to indemnification;

WHEREAS, the Board of Directors

of the Company (the “Board”) has determined that the increased difficulty in attracting and retaining highly qualified

persons such as Indemnitee is detrimental to the best interests of the Company’s stockholders;

WHEREAS, it is reasonable

and prudent for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest

extent permitted by applicable law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve the

Company free from undue concern that they will not be so indemnified; and WHEREAS, this Agreement is a supplement to and in furtherance

of the indemnification provided in the Charter, the Bylaws and any resolutions adopted pursuant thereto, and shall not be deemed a substitute

therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

NOW, THEREFORE, in consideration

of the premises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:

Section 1.      Services

to the Company. Indemnitee agrees to serve as a director of the Company. Indemnitee may at any time and for any reason resign from

such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall have no

obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between

the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.

Section 2.      Definitions.

As used in this Agreement:

(a) “Affiliate” and “Associate” shall have the respective meanings ascribed

to such terms in Rule 12b-2 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the

“Exchange Act”), as in effect on the date of this Agreement; provided, however, that no Person who is a director or officer

of the Company shall be deemed an Affiliate or an Associate of any other director or officer of the Company solely as a result of his

or her position as director or officer of the Company.

(b) A Person shall be deemed the “Beneficial Owner” of, and shall be deemed to “Beneficially

Own” and have “Beneficial Ownership” of, any securities:

(i)              which

such Person or any of such Person’s Affiliates or Associates, directly or indirectly, Beneficially Owns (as determined pursuant

to Rule 13d-3 of the Rules under the Exchange Act, as in effect on the date of this Agreement);

(ii)             which

such Person or any of such Person’s Affiliates or Associates, directly or indirectly, has: (A) the legal, equitable or contractual

right or obligation to acquire (whether directly or indirectly and whether exercisable immediately or only after the passage of time,

compliance with regulatory requirements, satisfaction of one or more conditions (whether or not within the control of such Person) or

otherwise) upon the exercise of any conversion rights, exchange rights, rights, warrants or options, or otherwise; (B) the right

to vote pursuant to any agreement, arrangement or understanding (whether or not in writing); or (C) the right to dispose of pursuant

to any agreement, arrangement or understanding (whether or not in writing) (other than customary arrangements with and between underwriters

and selling group members with respect to a bona fide public offering of securities);

(iii)            which

are Beneficially Owned, directly or indirectly, by any other Person (or any Affiliate or Associate thereof) with which such Person or

any of such Person’s Affiliates or Associates has any agreement, arrangement or understanding (whether or not in writing) (other

than customary agreements with and between underwriters and selling group members with respect to a bona fide public offering of securities)

for the purpose of acquiring, holding, voting or disposing of any securities of the Company;

(iv)            or

that are the subject of a derivative transaction entered into by such Person or any of such Person’s Affiliates or Associates, including,

for these purposes, any derivative security acquired by such Person or any of such Person’s Affiliates or Associates that gives

such Person or any of such Person’s Affiliates or Associates the economic equivalent of ownership of an amount of securities due

to the fact that the value of the derivative security is explicitly determined by reference to the price or value of such securities,

or that provides such Person or any of such Person’s Affiliates or Associates an opportunity, directly or indirectly, to profit

or to share in any profit derived from any change in the value of such securities, in any case without regard to whether (A) such

derivative security conveys any voting rights in such securities to such Person or any of such Person’s Affiliates or Associates;

(B) the derivative security is required to be, or capable of being, settled through delivery of such securities; or (C) such

Person or any of such Person’s Affiliates or Associates may have entered into other transactions that hedge the economic effect

of such derivative security.

Notwithstanding the foregoing,

no Person engaged in business as an underwriter of securities shall be deemed the Beneficial Owner of any securities acquired through

such Person’s participation as an underwriter in good faith in a firm commitment underwriting.

date of this Agreement of any of the following events:

(i)             Acquisition

of Stock by Third Party. Any Person is or becomes the Beneficial Owner (as defined above), directly or indirectly, of securities of the

Company representing fifty percent (50%) or more of the combined voting power of the Company’s then outstanding securities unless

the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction in the aggregate

number of outstanding shares of securities entitled to vote generally in the election of directors, provided that a Change of Control

shall be deemed to have occurred if subsequent to such reduction such Person becomes the Beneficial Owner, directly or indirectly, of

any additional securities of the Company conferring upon such Person any additional voting power;

(ii)             Change

in Board of Directors. During any period of two (2) consecutive years (not including any period prior to the execution of this Agreement),

individuals who at the beginning of such period constitute the Board, and any new director (other than a director designated by a Person

who has entered into an agreement with the Company to effect a transaction described in Sections 2(c)(i), 2(c)(iii) or 2(c)(iv))

whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds

of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election

was previously so approved, cease for any reason to constitute at least a majority of the members of the Board;

(iii)            Corporate

Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than a merger or consolidation

which would result in the voting securities of the Company outstanding immediately prior to such merger or consolidation continuing to

represent (either by remaining outstanding or by being converted into voting securities of the surviving or successor entity) more than

50% of the combined voting power of the voting securities of the surviving or successor entity outstanding immediately after such merger

or consolidation and with the power to elect at least a majority of the board of directors or other governing body of such surviving or

successor entity;

(iv)            Liquidation.

The approval by the stockholders of the Company of a complete liquidation of the Company or an agreement for the sale, lease, exchange

or other transfer by the Company, in one or a series of related transactions, of all or substantially all of the Company’s assets;

and

(v)            Other

Events. There occurs any other event of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of

Regulation 14A (or a response to any similar item on any similar schedule or form) promulgated under the Exchange Act whether or not the

Company is then subject to such reporting requirement.

(d) “Corporate Status” describes the status of a person as a current or former director

or officer of the Company or current or former director, manager, partner, officer, employee, agent or trustee of any other Enterprise

which such person is or was serving at the request of the Company.

(e) “Enforcement Expenses” shall include all reasonable attorneys’ fees, court costs,

transcript costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery

service fees, and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with an action to

enforce indemnification or advancement rights, or an appeal from such action. Expenses, however, shall not include fees, salaries, wages

or benefits owed to Indemnitee.

(f) “Enterprise” shall mean any corporation (other than the Company), partnership, joint

venture, trust, employee benefit plan, limited liability company, or other legal entity of which Indemnitee is or was serving at the request

of the Company as a director, manager, partner, officer, employee, agent or trustee.

(g) “Expenses” shall include all reasonable attorneys’ fees, court costs, transcript

costs, fees of experts, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees,

and all other out-of-pocket disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing

to prosecute or defend, investigating, being or preparing to be a witness in, or otherwise participating in, a Proceeding or an appeal

resulting from a Proceeding. Expenses, however, shall not include amounts paid in settlement by Indemnitee, the amount of judgments or

fines against Indemnitee or fees, salaries, wages or benefits owed to Indemnitee.

(h) “Independent Counsel” means a law firm, or a partner (or, if applicable, member or

shareholder) of such a law firm, that is experienced in matters of Delaware corporation law and neither presently is, nor in the past

five (5) years has been, retained to represent: (i) the Company, any subsidiary of the Company, any Enterprise or Indemnitee

in any matter material to any such party; or (ii) any other party to the Proceeding giving rise to a claim for indemnification hereunder.

Notwithstanding the foregoing, the term “Independent Counsel” shall not include any Person who, under the applicable standards

of professional conduct then prevailing, would have a conflict of interest in representing either the Company or Indemnitee in an action

to determine Indemnitee’s rights under this Agreement. The Company agrees to pay the reasonable fees and expenses of the Independent

Counsel referred to above and to fully indemnify such counsel against any and all expenses, claims, liabilities and damages arising out

of or relating to this Agreement or its engagement pursuant hereto.

(i) “Person” shall mean (i) an individual, a corporation, a partnership, a limited

liability company, an association, a joint stock company, a trust, a business trust, a government or political subdivision, any unincorporated

organization or any other association or entity including any successor (by merger or otherwise) thereof or thereto, and (ii) a “group”

as that term is used for purposes of Section 13(d)(3) of the Exchange Act.

(j) The term “Proceeding” shall include any threatened, pending or completed action, suit,

arbitration, alternate dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or

completed proceeding, whether brought in the right of the Company or otherwise and whether of a civil, criminal, administrative, regulatory

or investigative nature, and whether formal or informal, in which Indemnitee was, is or will be involved as a party or otherwise by reason

of the fact that Indemnitee is or was a director of the Company or is or was serving at the request of the Company as a director, manager,

partner, officer, employee, agent or trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action taken on

his or her part while acting as a director of the Company or while serving at the request of the Company as a director, manager, partner,

officer, employee, agent or trustee of any Enterprise, in each case whether or not serving in such capacity at the time any liability

or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; provided,

however, that the term “Proceeding” shall not include any action, suit or arbitration, or part thereof, initiated by Indemnitee

to enforce Indemnitee’s rights under this Agreement as provided for in Section 12(a) of this Agreement.

Section 3.      Indemnity

in Third-Party Proceedings. The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is,

or is threatened to be made, a party to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company

to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments,

fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably incurred by Indemnitee or on his or her behalf

in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner he or she

reasonably believed to be in or not opposed to the best interests of the Company and, in the case of a criminal proceeding, had no reasonable

cause to believe that his or her conduct was unlawful.

Section 4.      Indemnity

in Proceedings by or in the Right of the Company. The Company shall indemnify Indemnitee to the extent set forth in this Section 4

if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure

a judgment in its favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably

incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee

acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification

for Expenses shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally

adjudged by a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery (the “Delaware

Court”) shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of

the case, Indemnitee is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court shall deem proper.

Section 5.      Indemnification

for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except as provided

in Section 7, to the extent that Indemnitee is a party to or a participant in any Proceeding and is successful in such Proceeding

or in defense of any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably

incurred by him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful as to one

or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually

and reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For

purposes of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal,

with or without prejudice, shall be deemed to be a successful result as to such claim, issue or matter.

Section 6.      Reimbursement

for Expenses of a Witness or in Response to a Subpoena. Notwithstanding any other provision of this Agreement, to the extent that

Indemnitee, by reason of his or her Corporate Status, (i) is a witness in any Proceeding to which Indemnitee is not a party and is

not threatened to be made a party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not a party and

is not threatened to be made a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by him

or her or on his or her behalf in connection therewith.

Section 7.      Exclusions.

Notwithstanding any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:

(a) to indemnify for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder)

if and to the extent that Indemnitee has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise;

provided that the foregoing shall not apply to any personal or umbrella liability insurance maintained by Indemnitee;

(b) to indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee

of securities of the Company within the meaning of Section 16(b) of the Exchange Act or similar provisions of state statutory

law or common law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the Sarbanes-Oxley

Act of 2002 (“SOX”);

or other incentive-based or equity-based compensation or of any profits realized by Indemnitee from the sale of securities of the Company

pursuant to the terms of (A) Section 304 of SOX, (B) Exchange Act Rule 10D-1 or (C) any formal policy of the

Company adopted by the Board (or a committee thereof) or (ii) any other remuneration paid to Indemnitee if it shall be determined

by a final judgment or other final adjudication that payment of such remuneration was or would have been in violation of law;

(d) to indemnify with respect to any Proceeding, or part thereof, brought by Indemnitee against the Company,

any legal entity which it controls, any director or officer thereof or any third party, unless (i) the Board has consented to the

initiation of such Proceeding or part thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant

to the powers vested in the Company under applicable law; provided, however, that this Section 7(d) shall not apply to (A) counterclaims

or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee or (B) any action brought by Indemnitee for

indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance

policies maintained by the Company in the suit for which indemnification or advancement is being sought as described in Section 12;

or to provide any indemnification or advancement of expenses that is prohibited by applicable law (as such law exists at the time payment

would otherwise be required pursuant to this Agreement).

Section 8.      Advancement

of Expenses. Subject to Section 9(b), the Company shall advance the Expenses incurred by Indemnitee in connection with

any Proceeding, and such advancement shall be made within forty five (45) days after the receipt by the Company of a statement or statements

requesting such advances (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the

waiver of any privilege accorded by applicable law) from time to time, whether prior to or after final disposition of any Proceeding.

Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s (i) ability to repay the

expenses, (ii) ultimate entitlement to indemnification under the other provisions of this Agreement and (iii) entitlement to

and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under

the provisions of any applicable insurance policy (including, without limitation, whether such advancement, payment or reimbursement is

withheld, conditioned or delayed by the insurer(s)). Indemnitee shall qualify for advances upon the execution and delivery to the Company

of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent required by law to

repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not

subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. No other form of undertaking shall be required. The

right to advances under this paragraph shall in all events continue until final disposition of any Proceeding, including any appeal therein.

Nothing in this Section 8 shall limit Indemnitee’s right to advancement pursuant to Section 12(e) of this Agreement.

Section 9.      Procedure

for Notification and Defense of Claim.

(a) To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written

request therefor specifying the basis for the claim, the amounts for which Indemnitee is seeking payment under this Agreement, and all

documentation related thereto as reasonably requested by the Company.

(b) In the event that the Company shall be obligated hereunder to provide indemnification for or make any

advancement of Expenses with respect to any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or any

claim, issue or matter therein, with counsel approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) upon

the delivery to Indemnitee of written notice of the Company’s election to do so. After delivery of such notice, approval of such

counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be liable to Indemnitee under this Agreement

for any fees or expenses of separate counsel subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding;

provided that (i) Indemnitee shall have the right to employ separate counsel in any such Proceeding at Indemnitee’s expense

and (ii) if (A) the employment of separate counsel by Indemnitee has been previously authorized by the Company, (B) Indemnitee

shall have reasonably concluded that there may be a conflict of interest between the Company and Indemnitee in the conduct of such defense,

(C) the Company shall not continue to retain such counsel to defend such Proceeding, or (D) a Change in Control shall have occurred,

then the fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her separate counsel shall be Expenses

hereunder.

then the Company will be entitled to participate in the Proceeding at its own expense.

(d) The Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement

of any Proceeding effected without its prior written consent (which consent shall not be unreasonably withheld or delayed). Without limiting

the generality of the foregoing, the fact that an insurer under an applicable insurance policy delays or is unwilling to consent to such

settlement or is or may be in breach of its obligations under such policy, or the fact that directors’ and officers’ liability

insurance is otherwise unavailable or not maintained by the Company, may not be taken into account by the Company in determining whether

to provide its consent. The Company shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably

withheld or delayed), enter into any settlement which (i) includes an admission of fault of Indemnitee, any non-monetary remedy imposed

on Indemnitee or any monetary damages for which Indemnitee is not wholly and actually indemnified hereunder or (ii) with respect

to any Proceeding with respect to which Indemnitee may be or is made a party or may be otherwise entitled to seek indemnification hereunder,

does not include the full release of Indemnitee from all liability in respect of such Proceeding.

Section 10.      Procedure

Upon Application for Indemnification.

(a) Upon written request by Indemnitee for indemnification pursuant to Section 9(a), a determination,

if such determination is required by applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall

be made in the specific case by one of the following methods: (x) if a Change in Control shall have occurred and indemnification

is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion

to the Board; or (y) in any other case, (i) by a majority vote of the disinterested directors, even though less than a quorum;

(ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than

a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in

a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the

action, suit or proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel,

a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is

entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall cooperate

with the Independent Counsel or the Company, as applicable, in making such determination with respect to Indemnitee’s entitlement

to indemnification, including providing to such counsel or the Company, upon reasonable advance request, any documentation or information

which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably necessary

to such determination. The Company shall likewise cooperate with Indemnitee and Independent Counsel, if applicable, in making such determination

with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel and Indemnitee, upon reasonable

advance request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably

available to the Company and reasonably necessary to such determination. Any out-of-pocket costs or expenses (including reasonable attorneys’

fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent Counsel or the Company shall

be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to indemnification) and the Company hereby

indemnifies and agrees to hold Indemnitee harmless therefrom.

(b) If the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to

Section 10(a), the Independent Counsel shall be selected by the Board; provided that, if a Change in Control shall have occurred

and indemnification is being requested by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel

shall be selected by Indemnitee. Indemnitee or the Company, as the case may be, may, within ten (10) days after written notice of

such selection, deliver to the Company or Indemnitee, as the case may be, a written objection to such selection; provided, however, that

such objection may be asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent

Counsel” as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis

of such assertion. Absent a proper and timely objection, the Person so selected shall act as Independent Counsel. If such written objection

is so made and substantiated, the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection

is withdrawn or the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of

(i) submission by Indemnitee of a written request for indemnification pursuant to Section 9(a), and (ii) the final disposition

of the Proceeding, including any appeal therein, no Independent Counsel shall have been selected without objection, either Indemnitee

or the Company may petition the Delaware Court for resolution of any objection which shall have been made by Indemnitee or the Company

to the selection of Independent Counsel and/or for the appointment as Independent Counsel of a Person selected by the court or by such

other Person as the court shall designate. The Person with respect to whom all objections are so resolved or the Person so appointed shall

act as Independent Counsel under Section 10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant

to Section 12(a) of this Agreement, Independent Counsel shall be discharged and relieved of any further responsibility

in such capacity (subject to the applicable standards of professional conduct then prevailing).

to indemnification under this Agreement shall be made without regard to the Indemnitee’s entitlement to and availability of insurance

coverage, including advancement, payment or reimbursement of defense costs, expenses or covered loss under the provisions of any applicable

insurance policy (including, without limitation, whether such advancement, payment or reimbursement is withheld, conditioned or delayed

by the insurer(s)).

Section 11.      Presumptions

and Effect of Certain Proceedings.

(a) To the extent permitted by applicable law, in making a determination with respect to entitlement to indemnification

hereunder, it shall be presumed that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request

for indemnification in accordance with Section 9(a) of this Agreement, and the Company shall have the burden of proof and the

burden of persuasion by clear and convincing evidence to overcome that presumption in connection with the making of any determination

contrary to that presumption.

(b) The termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement

or conviction, or upon a plea of guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this

Agreement) of itself adversely affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in

good faith and in a manner which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect

to any criminal Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.

records or books of account of the Company or any other Enterprise, including financial statements, or on information supplied to Indemnitee

by the directors, officers, agents or employees of the Company or any other Enterprise in the course of their duties, or on the advice

of legal counsel for the Company or any other Enterprise or on information or records given or reports made to the Company or any other

Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable care by the Company

or any other Enterprise. The provisions of this Section 11(c) shall not be deemed to be exclusive or to limit in any way the

other circumstances in which Indemnitee may be deemed to have met the applicable standard of conduct set forth in this Agreement. In addition,

the knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company,

any subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification

under this Agreement. Whether or not the foregoing provisions of this Section 11(c) are satisfied, it shall in any event be

presumed that Indemnitee has at all times acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to

the best interests of the Company. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion

by clear and convincing evidence.

Section 12.      Remedies

of Indemnitee.

(a) Subject to Section 12(f), in the event that (i) a determination is made pursuant to Section 10

of this Agreement that Indemnitee is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely

made pursuant to Section 8 of this Agreement, (iii) no determination of entitlement to indemnification shall have been made

pursuant to Section 10(a) of this Agreement within sixty (60) days after receipt by the Company of the request for indemnification

for which a determination is to be made other than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses

is not made pursuant to Section 5 or 6 or the last sentence of Section 10(a) of this Agreement within thirty (30) days

after receipt by the Company of a written request therefor (including any invoices received by Indemnitee, which such invoices may be

redacted as necessary to avoid the waiver of any privilege accorded by applicable law) or (v) payment of indemnification pursuant

to Section 3 or 4 of this Agreement is not made within thirty (30) days after a determination has been made that Indemnitee is entitled

to indemnification, Indemnitee shall be entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification

or advancement. Alternatively, Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator

pursuant to the Commercial Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking

an adjudication or an award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such

proceeding pursuant to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a

proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose Indemnitee’s

right to seek any such adjudication or award in arbitration.

(b) In the event that a determination shall have been made pursuant to Section 10(a) of this Agreement

that Indemnitee is not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 12

shall be conducted in all respects as a de novo trial, or arbitration, on the merits and Indemnitee shall not be prejudiced by reason

of that adverse determination. In any judicial proceeding or arbitration commenced pursuant to this Section 12, the Company shall

have the burden of proving Indemnitee is not entitled to indemnification or advancement, as the case may be.

is entitled to indemnification, the Company shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant

to this Section 12, absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary

to make Indemnitee’s statement not materially misleading, in connection with the request for indemnification or (ii) a prohibition

of such indemnification under applicable law.

(d) The Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant

to this Section 12 that the procedures and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate

in any such court or before any such arbitrator that the Company is bound by all the provisions of this Agreement.

(e) The Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement

Expenses and, if requested by Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance,

to the extent not prohibited by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any

action brought by Indemnitee for indemnification or advancement from the Company under this Agreement or under any directors’ and

officers’ liability insurance policies maintained by the Company in the suit for which indemnification or advancement is being sought.

Such written request for advancement shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in

the case of invoices in connection with legal services, any references to legal work performed or to expenditures made that would cause

Indemnitee to waive any privilege accorded by applicable law need not be included with the invoice.

(f) Notwithstanding anything in this Agreement to the contrary, no determination as to entitlement to indemnification

under this Agreement shall be required to be made prior to the final disposition of the Proceeding, including any appeal therein.

Section 13.      Non-exclusivity;

Survival of Rights; Insurance; Subrogation.

(a) The rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed

exclusive of any other rights to which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement,

a vote of stockholders or a resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision

hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee

in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by

statute or judicial decision, permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws

and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded

by such change. No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and

remedy shall be cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity

or otherwise. The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or

employment of any other right or remedy.

(b) To the extent that the Company maintains an insurance policy or policies providing liability insurance

for directors, managers, partners, officers, employees, agents or trustees of the Company or of any other Enterprise, Indemnitee

shall be covered by such policy or policies in accordance with its or their terms to the maximum extent of the coverage available for

any such director, manager, partner, officer, employee, agent or trustee under such policy or policies. If, at the time of the receipt

of a notice of a claim pursuant to the terms hereof, the Company has director and officer liability insurance in effect, the Company shall

give prompt notice of such claim to the insurers in accordance with the procedures set forth in the respective policies. The Company shall

thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a

result of such Proceeding in accordance with the terms of such policies. Upon request of Indemnitee, the Company shall also promptly provide

to Indemnitee: (i) copies of all of the Company’s potentially applicable directors’ and officers’ liability insurance

policies, (ii) copies of such notices delivered to the applicable insurers, and (iii) copies of all subsequent communications

and correspondence between the Company and such insurers regarding the Proceeding.

payment to all of the rights of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure

such rights, including execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.

(d) The Company’s obligation to provide indemnification or advancement hereunder to Indemnitee who is

or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any other Enterprise

shall be reduced by any amount Indemnitee has actually received as indemnification or advancement from such other Enterprise.

Section 14.      Duration

of Agreement. This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that

Indemnitee shall have ceased to serve as a director of the Company or (b) one (1) year after the final termination of any Proceeding,

including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of

any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement shall be binding

upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators.

The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all,

substantially all or a substantial part, of the business and/or assets of the Company, by written agreement in form and substance satisfactory

to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would

be required to perform if no such succession had taken place.

Section 15.      Severability.

If any provision or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the

validity, legality and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any

section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal

or unenforceable) shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by

law; (b) such provision or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the

maximum effect to the intent of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including,

without limitation, each portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable,

that is not itself invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.

Section 16.      Enforcement.

(a) The Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations

imposed on it hereby in order to induce Indemnitee to serve as a director of the Company, and the Company acknowledges that Indemnitee

is relying upon this Agreement in serving as a director of the Company.

(b) This Agreement constitutes the entire agreement between the parties hereto with respect to the subject

matter hereof and supersedes all prior agreements and understandings, oral, written and implied, between the parties hereto with respect

to the subject matter hereof; provided, however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws

and applicable law, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.

Section 17.      Modification

and Waiver. No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless executed

in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of

any other provisions of this Agreement nor shall any waiver constitute a continuing waiver. No supplement, modification or amendment of

this Agreement or of any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action

taken or omitted by such Indemnitee prior to such supplement, modification or amendment.

Section 18.      Notice

by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena,

complaint, indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification, reimbursement

or advancement as provided hereunder. The failure of Indemnitee to so notify the Company or any delay in notification shall not relieve

the Company of any obligation which it may have to Indemnitee under this Agreement or otherwise, unless, and then only to the extent that,

the Company did not otherwise learn of the Proceeding and such delay is materially prejudicial to the Company’s ability to defend

such Proceeding or matter; and, provided, further, that notice will be deemed to have been given without any action on the part of Indemnitee

in the event the Company is a party to the same Proceeding.

Section 19.      Notices.

All notices, requests, demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly

given if (i) delivered by hand and receipted for by the party to whom said notice or other communication shall have been directed,

(ii) mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed,

(iii) mailed by reputable overnight courier and receipted for by the party to whom said notice or other communication shall have

been directed or (iv) sent by facsimile transmission, with receipt of oral confirmation that such transmission has been received:

(a) If to Indemnitee, at such address as Indemnitee shall provide to the Company.

(b) If to the Company to:

Brainstorm Cell Therapeutics Inc.

(i)            Avenue

of Americas, 28th Floor New York, New York 10019 Attention: President & Chief Executive Officer or to any other address as may

have been furnished to Indemnitee by the Company.

Section 20.      Contribution.

To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee

for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether

for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding

in such proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits

received by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding;

and/or (ii) the relative fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with

such event(s) and/or transactions.

Section 21.      Internal

Revenue Code Section 409A. The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10) of

the regulations promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides that indemnification

of, or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages paid or payable

by Indemnitee with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation, subject

to Section 409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as a service

provider of the Company. The parties intend that this Agreement be interpreted and construed with such intent.

Section 22.      Applicable

Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and

enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any

arbitration commenced by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably

and unconditionally (i) agree that any action or proceeding arising out of or in connection with this Agreement shall be brought

only in the Delaware Court, and not in any other state or federal court in the United States of America or any court in any other country,

(ii) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of

or in connection with this Agreement, (iii) consent to service of process at the address set forth in Section 19 of this Agreement

with the same legal force and validity as if served upon such party personally within the State of Delaware, (iv) waive any objection

to the laying of venue of any such action or proceeding in the Delaware Court and (v) waive, and agree not to plead or to make, any

claim that any such action or proceeding brought in the Delaware Court has been brought in an improper or inconvenient forum.

Section 23.      Headings.

The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this

Agreement or to affect the construction thereof.

Section 24.      Identical

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an

original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party against

whom enforceability is sought needs to be produced to evidence the existence of this Agreement.

Section 25.      Monetary

Damages Insufficient/Specific Enforcement. The Company and Indemnitee agree that a monetary remedy for breach of this Agreement may

be inadequate, impracticable and difficult of proof, and further agree that such breach may cause Indemnitee irreparable harm. Accordingly,

the parties hereto agree that Indemnitee may enforce this Agreement by seeking injunctive relief and/or specific performance hereof, without

any necessity of showing actual damage or irreparable harm (having agreed that actual and irreparable harm will result in not forcing

the Company to specifically perform its obligations pursuant to this Agreement) and that by seeking injunctive relief and/or specific

performance, Indemnitee shall not be precluded from seeking or obtaining any other relief to which he may be entitled. The Company

and Indemnitee further agree that Indemnitee shall be entitled to such specific performance and injunctive relief, including temporary

restraining orders, preliminary injunctions and permanent injunctions, without the necessity of posting bonds or other undertakings in

connection therewith. The Company acknowledges that in the absence of a waiver, a bond or undertaking may be required of Indemnitee by

the Court, and the Company hereby waives any such requirement of a bond or undertaking.

[Remainder of Page Intentionally Left Blank]

IN WITNESS WHEREOF, the parties have caused this

Agreement to be signed as of the day and year first above written.

BRAINSTORM CELL THERAPEUTICS INC.

By:

Name:

Title:

[Name of Indemnitee]

EX-99.1 — EXHIBIT 99.1

EX-99.1

Filename: tm2615772d1_ex99-1.htm · Sequence: 3

Exhibit 99.1

BrainStorm Cell Therapeutics Appoints Former FDA Associate Commissioner

Peter J. Pitts to Board of Directors

Former Senior FDA Official Joins Board as Company Prepares to Initiate

Historic Phase 3b ALS Trial Under Special Protocol Assessment

NEW YORK, NY – May 28, 2026 – BrainStorm Cell Therapeutics

Inc. (OTCQB: BCLI), a leading developer of autologous stem cell therapies for neurodegenerative diseases, today announced that Peter J.

Pitts has been appointed to the Company’s Board of Directors, effective immediately.

Mr. Pitts is a globally recognized expert in healthcare policy, regulatory

science, and U.S. Food and Drug Administration (FDA) governance. He previously served as Associate Commissioner at the FDA and as a member

of the U.S. Senior Executive Service. His appointment comes as BrainStorm prepares to, upon acquisition of necessary funding, initiate

its Phase 3b ENDURANCE trial evaluating NurOwn® for ALS under a recently executed FDA Special Protocol Assessment (SPA), the first

SPA ever granted for an ALS therapeutic candidate.

“BrainStorm is conducting some of the most important and scientifically

rigorous work in neurodegenerative medicine today,” said Pitts. “The FDA’s Special Protocol Assessment for this Phase

3b trial is unprecedented in ALS and sends a powerful signal that the agency recognizes both the seriousness of the disease and the strength

of the trial design.”

“Just as importantly, the FDA is now under new management —

and we believe that creates a far greater opportunity for smart regulatory innovation, serious scientific engagement, and patient-focused

flexibility than we’ve seen in recent years. Patients with terminal ALS do not have the luxury of bureaucratic drift or ideological

grandstanding. They need urgency, rigor, and leadership.”

“For too long, portions of the FDA confused caution with paralysis.

With new leadership now in place, there is renewed opportunity for regulatory creativity grounded in science rather than institutional

defensiveness. ALS patients cannot afford performative skepticism from regulators sitting comfortably outside the blast radius of this

disease.”

“I look forward to working with Chaim Lebovits, the Board, and

leading ALS centers around the country to help ensure that sound science, regulatory common sense, and a relentless focus on patients

bring this promising therapy across the finish line.”

Chaim Lebovits, President and Chief Executive Officer of BrainStorm,

added, “We are honored to welcome Peter Pitts to the BrainStorm Board at this defining moment for our Company and for the ALS community.

Peter’s unparalleled regulatory expertise, credibility, and commitment to patients will be invaluable as we initiate the Phase 3b

ENDURANCE trial under our Special Protocol Assessment granted by the FDA.”

Mr. Pitts currently serves as President and co-founder of the Center

for Medicine in the Public Interest (CMPI). His commentaries on regulatory science and healthcare reform have appeared in The Wall

Street Journal, The New York Times, and The Washington Post, and his peer-reviewed work has been published in leading

journals including The Lancet, JAMA, and NEJM Catalyst.

About BrainStorm Cell Therapeutics Inc.

BrainStorm Cell Therapeutics Inc. (OTCQB: BCLI) is a leading developer

of autologous adult stem cell therapies for debilitating neurodegenerative diseases. The company's proprietary NurOwn® platform uses

autologous mesenchymal stem cells (MSCs) to produce neurotrophic factor-secreting cells (MSC-NTF cells), designed to deliver targeted

biological signals that modulate neuroinflammation and promote neuroprotection.

NurOwn® is BrainStorm's lead investigational therapy for amyotrophic

lateral sclerosis (ALS) and has received Orphan Drug designation from both the U.S. Food and Drug Administration (FDA) and the European

Medicines Agency (EMA). A Phase 3 trial in ALS (NCT03280056) has been completed, and a second Phase 3b trial is set to launch under a

Special Protocol Assessment (SPA) agreement with the FDA. The NurOwn clinical program has generated valuable insights into ALS disease

biology, including pharmacogenomic response associated with the UNC13A genotype, biomarker data collected at seven longitudinal time

points, and a comprehensive analysis of the "Floor Effect" - a critical challenge in measuring clinical outcomes in advanced

ALS. BrainStorm has published its findings in multiple peer-reviewed journals. In addition to ALS, BrainStorm has completed a Phase 2

open-label multicenter trial (NCT03799718) of MSC-NTF cells in progressive multiple sclerosis (MS), supported by a grant from the National

MS Society. BrainStorm is also advancing a proprietary, allogeneic exosome-based platform designed to deliver therapeutic proteins and

nucleic acids. The company recently received a Notice of Allowance from the U.S. Patent and Trademark Office for a foundational patent

covering its exosome technology, further strengthening BrainStorm's growing IP portfolio in this emerging area of regenerative medicine.

To learn more, visit www.brainstorm-cell.com.

Notice Regarding Forward-Looking Statements

This press release contains "forward-looking statements"

that are subject to substantial risks and uncertainties, including statements regarding meetings with the U.S. Food and Drug Administration

(FDA), Special Protocol Assessment (SPA), the clinical development of NurOwn as a therapy for the treatment of ALS, the future availability

of NurOwn to patients, and the future success of BrainStorm. All statements, other than statements of historical fact, contained in this

press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use

of words such as "anticipate," "believe," "contemplate," "could," "estimate," "expect,"

"intend," "seek," "may," "might," "plan," "potential," "predict,"

"project," "target," "aim," "should," "will" "would," or the negative of these

words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based

on BrainStorm's current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict.

These potential risks and uncertainties include, without limitation,

management's ability to successfully achieve its goals, BrainStorm's ability to raise additional capital, BrainStorm's ability to continue

as a going concern, prospects for future regulatory approval of NurOwn, whether BrainStorm's future interactions with the FDA will have

productive outcomes, and other factors detailed in BrainStorm's annual report on Form 10-K and quarterly reports on Form 10-Q available

at http://www.sec.gov. These factors should be considered carefully, and readers should not place undue reliance on BrainStorm's

forward-looking statements. The forward-looking statements contained in this press release are based on the beliefs, expectations, and

opinions of management as of the date of this press release. We do not assume any obligation to update forward-looking statements to

reflect actual results or assumptions if circumstances or management's beliefs, expectations or opinions should change, unless otherwise

required by law. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee

future results, levels of activity, performance, or achievements.

Logo: https://mma.prnewswire.com/media/1166536/BrainStorm_Logo.jpg

CONTACTS:

Investors

Michael Wood

Phone: +1 646-597-6983

mwood@lifesciadvisors.com

Media

Uri Yablonka

Chief Business Officer

Phone: +1 917-284-2911

uri@brainstorm-cell.com

SOURCE BrainStorm Cell Therapeutics Inc.

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May 25, 2026

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Entity File Number

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Entity Registrant Name

Brainstorm Cell Therapeutics Inc.

Entity Central Index Key

0001137883

Entity Tax Identification Number

20-7273918

Entity Incorporation, State or Country Code

Entity Address, Address Line One

1325 Avenue of Americas

Entity Address, Address Line Two

28th Floor

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10019

City Area Code

201

Local Phone Number

488-0460

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common Stock, $0.00005 par value

Trading Symbol

BCLI

Entity Emerging Growth Company

false

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The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

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Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

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The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

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