Form 8-K

8-K — BRAINSTORM CELL THERAPEUTICS INC.

Accession: 0001104659-26-088728

Filed: 2026-07-30

Period: 2026-07-24

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 — tm2621592d1_8k.htm (Primary)

EX-10.1 — EXHIBIT 10.1 (tm2621592d1_ex10-1.htm)

EX-10.2 — EXHIBIT 10.2 (tm2621592d1_ex10-2.htm)

EX-10.3 — EXHIBIT 10.3 (tm2621592d1_ex10-3.htm)

EX-10.4 — EXHIBIT 10.4 (tm2621592d1_ex10-4.htm)

EX-10.5 — EXHIBIT 10.5 (tm2621592d1_ex10-5.htm)

EX-99.1 — EXHIBIT 99.1 (tm2621592d1_ex99-1.htm)

GRAPHIC (tm2621592d1_ex10-1img001.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K — FORM 8-K

8-K (Primary)

Filename: tm2621592d1_8k.htm · Sequence: 1

false

0001137883

2026-07-24

iso4217:USD

xbrli:shares

iso4217:USD

xbrli:shares

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):

July 24, 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.

Appointment of Executive Chairman and Chief Strategic Regulatory

Officer

On July 24, 2026, the Board of Directors (the “Board”)

of Brainstorm Cell Therapeutics Inc. (the “Company”) appointed Peter Pitts, a member of the Board, as Executive Chairman

of the Board and Chief Strategic Regulatory Officer.

In connection with his appointment, Mr. Pitts and the Company entered

into an offer letter dated July 24, 2026 (the “Offer Letter”), which provides a stock option grant to purchase 900,000

shares of the Company’s common stock (the “Pitts Stock Option”), as evidenced by a Stock Option Grant Notice

of the same date, and he will not be eligible to receive any base salary or cash bonus or participate in the director compensation program.

The Pitts Stock Option generally vests with respect to one-fourth of the total shares on July 24, 2027, with the remaining shares vesting

in equal monthly installments over the next three years.

The information regarding Mr. Pitts previously disclosed in the Company’s

Current Report on Form 8-K filed on May 28, 2026, in connection with his appointment as a director, remains accurate. There have been

no transactions since that time that would require disclosure under Item 404(a) of Regulation S-K.

The foregoing description of the Offer Letter and Stock Option Grant

Notice does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are filed

as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Executive Chairman Resignation and Transition to Consultant

Jacob Frenkel, Ph.D., resigned as Chairman of the Board and as a director

on July 24, 2026. In recognition of Dr. Frenkel’s prior service and significant contributions to the Company, the Board approved:

(i) the acceleration of the vesting of Dr. Frenkel’s outstanding stock options and restricted stock units; and (ii) an extension

of the post-termination exercise period for each of Dr. Frenkel’s outstanding and vested stock options until the earlier of (x)

the second anniversary of the effective date of his resignation from the Board or (y) the expiration of the stated maximum term of the

applicable stock option.

Dr. Frenkel will transition to an advisory role effective immediately

to assist with the transition of chairman duties, pursuant to a Consulting Agreement (the “Frenkel Consulting Agreement”).

Dr. Frenkel received an award of restricted stock units covering 100,000 shares of the Company’s common stock (the “Frenkel

RSUs”) on July 24, 2026 in accordance with the Frenkel Consulting Agreement and a Restricted Stock Unit Grant Notice of the

same date. Half the Frenkel RSUs vest on October 24, 2026 and the remaining half vest on April 24, 2027.

Dr. Frenkel’s resignation was not the result of any disagreement

with the Company on any matter relating to operations, policies, or practices.

The foregoing description of the Frenkel Consulting Agreement and RSU

Grant Notice does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are

filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

Departure of Executive Vice President and Chief Medical Officer

On July 26, 2026, Ibrahim B. Dagher, MD, Executive Vice President and

Chief Medical Officer of the Company, resigned from his positions with the Company, effective immediately. In connection with his departure,

Dr. Dagher will transition to a consulting role effective immediately to assist the Company with the transition of his duties as Chief

Medical Officer, pursuant to a Consulting Agreement (the “Dagher Consulting Agreement”). Pursuant to the Dagher Consulting

Agreement, while Dr. Dagher provides services thereunder, the Company will treat such services as “continued employment” for

the purposes of any outstanding Company equity awards held by Dr. Dagher. The Dagher Consulting Agreement has a term of one year, and

at the conclusion of the term, if Dr. Dagher remains in compliance with his obligations thereunder, (i) all outstanding and unvested equity

awards held by Dr. Dagher as of immediately prior to that date will vest in full, and (ii) the post-termination exercise period for each

of Dr. Dagher’s outstanding and vested stock options will be extended until the earlier of (x) the second anniversary of the conclusion

of the Dagher Consulting Agreement, or (y) the expiration of the stated maximum term of the stock option.

The foregoing description of the Dagher Consulting Agreement does not

purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.5,

to this Current Report on Form 8-K and incorporated herein by reference.

Item 7.01 Regulation FD Disclosure.

The Company issued a press release on July 28, 2026, regarding Mr.

Pitts’s appointment as Executive Chairman of the Board and Chief Strategic Regulatory Officer, and Dr. Frenkel’s resignation.

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

Offer Letter dated July 24, 2026, between Brainstorm Cell Therapeutics Inc. and Peter Pitts.

10.2

Stock Option Grant Notice dated July 24, 2026, between Brainstorm Cell Therapeutics Inc. and Peter Pitts.

10.3

Consulting Agreement dated July 24, 2026, between Brainstorm Cell Therapeutics Inc. and Jacob Frenkel, Ph.D.

10.4

Restricted Stock Unit Grant Notice dated July 24, 2026, between Brainstorm Cell Therapeutics Inc. and Jacob Frenkel, Ph.D.

10.5

Consulting Agreement dated July 26, 2026, between Brainstorm Cell Therapeutics, Inc. and Ibrahim Dagher, MD.

99.1

Press Release issued by Brainstorm Cell Therapeutics Inc. on July 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: July 30, 2026

By:

/s/ Chaim Lebovits

Chaim Lebovits

President and Chief Executive Officer

EX-10.1 — EXHIBIT 10.1

EX-10.1

Filename: tm2621592d1_ex10-1.htm · Sequence: 2

Exhibit

10.1

July 24, 2026

Peter J. Pitts

Dear Peter:

On behalf of Brainstorm Cell

Therapeutics Inc. (the “Company”), I am pleased to provide you with this letter agreement (this “Agreement”)

setting forth the terms and conditions of your employment as Executive Chairman and Chief Strategic Regulatory Officer (“Chairman”)

of the Company, effective as of July 24, 2026 (the “Effective Date”).

1.            Term.

The Company will employ you as Chairman, upon the terms and subject to the conditions set forth in this Agreement, beginning on the Effective

Date and ending when your employment terminates pursuant to paragraph 9 (the “Term”).

2.            Position

and Duties. As Chairman, you will report directly to the Chief Executive Officer of the Company (the “CEO”)

and perform such duties as the CEO or the Board of Directors of the Company (the “Board”) may reasonably assign,

including guiding the Company’s macro regulatory policy, Washington relationships, and FDA strategy. You will devote sufficient

business time, energy, and talent to serving as Chairman and will perform your duties faithfully in accordance with the CEO’s and

the Board’s lawful directions and the Company’s policies. By signing this Agreement, you represent that you have no legal

obligations that would prohibit you from performing your duties. During the Term, you may not engage in any other employment or business

activity that would interfere with your duties or fiduciary obligations to the Company; provided that you may continue to serve in your

roles (as in effect on the Effective Date) with the Center for Medicine in the Public Interest and the University of Paris School of Medicine.

3.            Location.

You may perform your duties principally at the Company’s corporate headquarters or, when feasible, remotely from your residence;

provided that you may be required to travel as reasonably necessary to perform your duties.

4.            Board

Service. During the Term, you will continue to serve on the Board as its Chair, subject to re-nomination and re-election by stockholders.

Due to your insider status, you will no longer serve on any Board committees or receive any non-employee director compensation (but you

shall continue to vest in prior grants of director equity awards for as long as you serve on the Board).

5.            Compensation.

a.            Cash

Compensation. During the Term, unless the Board determines otherwise, you will not receive a base salary or be eligible for any formal

bonus program.

b.           Stock

Option. On or before July 31, 2026, the Board will approve a nonqualified stock option grant for you to purchase 900,000 shares

of Company common stock at a price per share equal to the fair market value on the grant date (the “Option”).

The Option will have a maximum 10-year term and vest over 48 months, with 25% vesting on the first anniversary of the Effective Date and

1/48th vesting monthly thereafter, subject to your continued employment. Upon a termination by the Company without Cause prior to a Change

in Control, you will receive 12 months of accelerated vesting and have 12 months following termination (or the remaining option term,

if shorter) to exercise the vested portion. Upon a termination by the Company without Cause or a resignation by you for Good Reason, in

either case within one year following a Change in Control, the Option will become fully vested and exercisable for 12 months following

termination (or the remaining option term, if shorter). The Option will otherwise be governed by the Company’s 2014 Stock Incentive

Plan and standard award agreement. The terms “Cause”, “Change in Control” and “Good

Reason” are defined on Exhibit A.

c.            Additional

Equity Awards. The Board retains discretion to grant additional equity awards based on your performance and Company objectives and

intends to review your equity compensation at least annually. The Company acknowledges that your agreement to serve without salary or

cash bonus is based on the understanding that equity compensation constitutes the principal economic consideration for your services and

is intended to provide meaningful participation in the Company’s long-term growth. The parties intend that your equity compensation

remain competitive and appropriately reflect your responsibilities and prevailing market practices. Notwithstanding the foregoing, upon

the occurrence of one or more of the following milestones, the Board (or a committee thereof) will promptly review your contributions

and determine whether it is appropriate to grant additional equity compensation: acceptance or approval of a Biologics License Application

or other significant FDA regulatory milestone; completion of a material financing or capital markets transaction; entry into a material

strategic partnership or licensing transaction; significant business development, governmental affairs or public policy accomplishments;

a material increase in shareholder value; or such other strategic achievements as the Board determines have materially enhanced the long-term

value of the Company.

6.            Expenses.

The Company will reimburse you for reasonable travel and out-of-pocket expenses properly incurred in performing your duties, in accordance

with Company policy for senior executives (and in all cases within 30 calendar days after submission of receipts).

7.            Indemnification

and Insurance. The Company reaffirms its indemnification obligations under the existing indemnification agreement between you and

the Company. You will also be named as an insured on the Company’s director and officer liability insurance policy as maintained

from time to time.

8.            Waiver

of Participation. During the Term, unless the Board determines otherwise, and except as provided in paragraphs 5 and 6 above, you

will not be eligible for, and hereby waive participation in, any welfare, fringe benefit, insurance, retirement, or other benefit plans

maintained by the Company for its senior executives.

9.            Termination.

Your employment is “at-will” and may be terminated by either party at any time, with or without cause or advance notice.

Upon termination of your employment for any reason (whether voluntarily or involuntarily), the Company shall pay only accrued but

unpaid business expenses and shall have no further obligation to pay any other amounts or severance (but your vested stock options

will remain outstanding in accordance with their terms).

10.          Miscellaneous.

This Agreement supersedes all prior agreements, representations, or understandings regarding your position as Chairman and constitutes

the complete agreement between you and the Company on that subject. This Agreement may only be amended by a written agreement signed by

you and an authorized officer of the Company. Neither party may assign its obligations hereunder without the other’s prior written

consent. Notwithstanding the foregoing, the Company may assign this Agreement in connection with a sale of all or substantially all of

its business and/or assets (whether direct or indirect, by purchase, merger, consolidation or otherwise) and will require any successor

(whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets

of the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been

required to perform had no such succession occurred. This Agreement binds and benefits each party’s successors and permitted assigns.

This Agreement is governed by Delaware law (excluding conflict-of-laws principles), and each party consents to the exclusive jurisdiction

of the state and federal courts in Delaware for any disputes arising hereunder. The Company may withhold from amounts payable hereunder

any taxes required by law. A signed copy delivered electronically shall have the same effect as an original.

Please confirm your agreement

with these terms by signing below and return a copy for our files. If you have any questions, or need additional information, please give

me a call.

Sincerely,

BRAINSTORM CELL THERAPEUTICS INC.

By: Chaim Lebovits

Its: President and Chief Executive Officer

AGREED TO AND ACCEPTED BY:

Peter J. Pitts

Date

Exhibit A

Definitions

“Cause”

means any of the following: (i) your commission of an act of fraud, embezzlement or dishonesty, or the commission of some other illegal

act by you, that has a demonstrable adverse impact on the Company or any successor or affiliate thereof; (ii) your conviction of,

or plea of “guilty” or “no contest” to, a felony or any crime involving fraud, dishonesty or moral turpitude under

the laws of the United States or any state thereof (or international equivalent); (iii) any intentional, unauthorized use or disclosure

by you of confidential information or trade secrets of the Company or any successor or affiliate thereof; (iv) your gross negligence,

insubordination or material violation of any duty of loyalty to the Company or any successor or affiliate thereof, or any other demonstrable

material misconduct on your part in connection with the performance of your duties for the Company; (v) your ongoing and repeated

failure or refusal to perform or neglect of your duties as required by this Agreement or your ongoing and repeated failure or refusal

to comply with the instructions given to you by the Company, which failure, refusal or neglect continues for 15 days following your receipt

of written notice from the Company stating with specificity the nature of such failure, refusal or neglect; or (vi) your material

breach of any (x) material policy maintained by the Company or any successor or affiliate thereof, (y) material federal, state

or local law relating to your own personal misconduct in the workplace (including sexual or other prohibited harassment), or (y) agreement

between you and the Company or any successor or affiliate thereof (including a restrictive covenant agreement).

“Change in Control”

means and includes each of the following:

(a)           A

transaction or series of transactions whereby any “person” or related “group” of “persons” (as such

terms are used in Sections 13(d) and 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange

Act”)) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its

subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under

common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the

Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities

outstanding immediately after such acquisition; or

(b)          During

any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board together with any

new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect

a transaction described in subsections (a) or (c)) 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 two (2)-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute

a majority thereof; or

consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more

intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition

of all or substantially all of the Company’s assets in any single transaction or series of related transactions or

(z) the acquisition of assets or stock of another entity, in each case other than a transaction: (i) which results in the

Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining

outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction,

controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s

assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor

Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s

outstanding voting securities immediately after the transaction, and (ii) after which no person or group beneficially owns

voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person

or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of

the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.

“Good Reason”

will exist if (i) the Company, without your prior written consent, materially diminishes your title, duties or responsibilities,

or reporting structure; (ii) you provide written notice to the Company of the existence of any condition described in clause (i) of

this paragraph within 30 calendar days after the initial existence of such condition and provide the Company 60 calendar days to remedy

such condition (the “Cure Period”); (iii) the Company fails to remedy any such condition within the Cure

Period; and (iv) you elect to resign from the Company within 30 calendar days after the expiration of the Cure Period.

* * * * *

EX-10.2 — EXHIBIT 10.2

EX-10.2

Filename: tm2621592d1_ex10-2.htm · Sequence: 3

Exhibit 10.2

BRAINSTORM CELL THERAPEUTIC INC.

2014 STOCK INCENTIVE PLAN

STOCK OPTION GRANT NOTICE

Brainstorm Cell Therapeutics

Inc., a Delaware corporation, (the “Company”), pursuant to its 2014 Stock Incentive Plan, as may be amended from time

to time (the “Plan”), hereby grants to the individual listed below (the “Participant”), an option

to purchase the number of shares of the Company’s Common Stock (the “Shares”), set forth below (the “Option”).

This Option is subject to all the terms and conditions set forth herein, as well as in the Plan and the Agreement attached hereto as Exhibit

A (the “Agreement”), each of which are incorporated herein by reference. Capitalized terms not specifically defined

in this Stock Option Grant Notice (the “Grant Notice”) and the Agreement but defined in the Plan will have the same

definitions as in the Plan.

Participant:

Peter Pitts

Grant Date:

July 24, 2026

Exercise Price per Share:

$1.00

Total Number of Shares Subject to the Option:

900,000

Expiration Date:

July 24, 2036

Vesting Commencement Date:

July 24, 2026

Type of Option:

¨ Incentive

Stock Option x Nonqualified Stock Option

Vesting Schedule:

1/4th of the total Shares will vest on the one-year anniversary of the Vesting Commencement Date, and 1/48th of the total shares will vest each month thereafter on the same day of the month as the Vesting Commencement Date, if the Participant shall not have incurred a Termination of Service prior to each such date.

By his or her signature and

the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this

Grant Notice. The Participant has reviewed the Plan, the Agreement and this Grant Notice in their entirety, has had an opportunity to

obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the Agreement and

this Grant Notice. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator

upon any questions arising under the Plan, the Agreement or this Grant Notice.

BRAINSTORM CELL THERAPEUTICS

INC.

PARTICIPANT

By:

Name:

Chaim Lebovits

PETER PITTS

Title:

Chief Executive Officer

EXHIBIT A

TO STOCK OPTION GRANT NOTICE

STOCK OPTION AGREEMENT

Pursuant to the Stock Option

Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached,

Brainstorm Cell Therapeutics Inc., a Delaware corporation (the “Company”), has granted to the Participant an Option

under the Company’s 2014 Stock Incentive Plan, as may be amended from time to time (the “Plan”), to purchase

the number of Shares indicated in the Grant Notice.

Article

GENERAL

1.1

Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant

Notice. The following words and phrases have the meanings specified below.

(a)

“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under

the Plan have been delegated to such Committee. With reference to the Board’s or a Committee’s powers or authority under the

Plan that have been delegated to one or more officers pursuant to Section 3(c) of the Plan, the term “Administrator” shall

refer to such officer(s) unless and until such delegation has been revoked.

(b)

“Applicable Law” means any applicable law, including without limitation: (a) provisions of the Code, the Securities

Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules,

requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation

system on which the Shares are listed, quoted or traded.

(c)

“Consultant” means any person, including any adviser, engaged by the Company or a Subsidiary to render services

to such entity if the consultant or adviser: (i) renders bona fide services to the Company or a Subsidiary; (ii) renders services not

in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain

a market for the Company’s securities; and (iii) is a natural person.

(d)

“DRO” means a “domestic relations order” as defined by the Code or Title I of the Employee Retirement

Income Security Act of 1974, as amended, or the rules thereunder.

(e)

“Employee” means any employee of the Company or any of its Subsidiaries.

(f)

“Tax-Related Items” means any U.S. and non-U.S. federal, state and/or local taxes (including, without limitation,

income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been

transferred to a Participant) for which a Participant is liable in connection with Awards and/or Shares.

(g)

“Termination of Service” means:

(i)

As to a Consultant, the time when the engagement of a Participant as a Consultant to the Company or a Subsidiary is terminated

for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations

where the Consultant simultaneously commences or remains in employment or service with the Company or any Subsidiary.

(ii)

As to a Non-Employee Director, the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason,

including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where

the Participant simultaneously commences or remains in employment or service with the Company or any Subsidiary.

(iii)

As to an Employee, the time when the employee-employer relationship between a Participant and the Company or any Subsidiary is

terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but

excluding terminations where the Participant simultaneously commences or remains in employment or service with the Company or any Subsidiary.

The Company, in its sole discretion,

shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether

a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for Cause and all questions of whether

particular leaves of absence constitute a Termination of Service. For purposes of the Plan, a Participant’s employee-employer relationship

or consultancy relationship shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Participant

ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation,

a spin-off), even though the Participant may subsequently continue to perform services for that entity.

(h)

“Subsidiary” means any entity (other than the Company), whether U.S. or non-U.S., in an unbroken chain of entities

beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of

the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or

interests in one of the other entities in such chain.

1.2

Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein

by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

Article

II.

GRANT OF OPTION

2.1

Grant of Option. In consideration of the Participant’s past and/or continued employment with or service to the Company

or any Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant

Date”), the Company irrevocably grants to the Participant the Option to purchase any part or all of an aggregate of the number

of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement, subject to adjustments

as provided in Section 7 of the Plan. The Option shall be a Nonqualified Stock Option.

2.2

Exercise Price. The exercise price of the Shares subject to the Option shall be as set forth in the Grant Notice, without commission

or other charge; provided, however, that the exercise price per share of the Shares subject to the Option shall not be less than 100%

of the Fair Market Value of a Share on the Grant Date.

Article

III.

PERIOD OF EXERCISABILITY

3.1

Commencement of Exercisability.

(a)

Subject to Sections 3.2, 3.3, 5.12, 5.16 and 5.17 hereof, the Option shall become vested and exercisable in such amounts and at

such times as are set forth in the Grant Notice.

(b)

No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Service

shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written

agreement between the Company and the Participant. For the avoidance of doubt, employment or service during only a portion of the vesting

period shall not entitle the Participant to vest in a pro-rata portion of the Option.

(c)

Notwithstanding Section 3.1(a) hereof and the Grant Notice, but subject to Section 3.1(b) hereof, in the event of a Reorganization

Event the Option shall be treated pursuant to Section 7(b) of the Plan.

3.2

Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative.

Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain

vested and exercisable until it becomes unexercisable under Section 3.3 hereof.

3.3

Expiration of Option. Subject to Section 5.16 below, the Option may not be exercised to any extent by anyone after the first

to occur of the following events:

(a)

The Expiration Date set forth in the Grant Notice, which shall in no event be more than ten years from the Grant Date;

(b)

The expiration of three months from the date of the Participant’s Termination of Service, unless such termination occurs

by reason of the Participant’s death or Disability or Cause (as defined in the Participant’s employment letter);

(c)

The expiration of one year from the date of the Participant’s Termination of Service by reason of the Participant’s

death or Disability; or

(d)

The Participant’s Termination of Service (as defined below) for Cause (or, following a Termination of Service other than

for Cause, upon the Administrator’s subsequent determination that the Participant committed any act or omission during his or her

employment or service with the Company or a Subsidiary that constituted Cause).

The Participant agrees that the Company and its

officers, employees, attorneys and agents do not have any obligation to notify him or her prior to the expiration of this Option pursuant

to this Section 3.3. The Participant further agrees that he or she has the sole responsibility for monitoring the expiration of this Option

and for exercising this Option, if at all, before it expires.

3.4

Tax Withholding.

(a)

The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or other affiliate

of the Company for which the Participant renders services (the “Service Recipient”) the ultimate liability for all

Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount (if any) actually withheld by the Company

or the Service Recipient. The Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations

or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, but not limited

to, the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of

any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Option

to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result.

(b)

The Option cannot be exercised until the Participant has made such arrangements as the Company may require for the satisfaction

of any Tax-Related Items that may arise in connection with the exercise of the Option or the acquisition of the Shares by the Participant.

The Company shall not be required to issue, allot or transfer Shares until the Participant has satisfied this obligation. At the time

the Participant exercises the Option, in whole or in part, or at the time any other withholding event for Tax-Related Items occurs with

respect to the Option, the Participant hereby authorizes the Company and/or Service Recipient, or their respective agents, at their discretion,

to satisfy any applicable withholding obligations for Tax-Related Items by one or a combination of the following methods: (i) withholding

from the Participant’s salary, wages, or any other amounts payable to the Participant, in accordance with Applicable Law; (ii) withholding

Shares otherwise issuable to the Participant upon the exercise of the Option, provided that to the extent necessary to qualify for an

exemption from application of Section 16(b) of the Exchange Act, if applicable, such Share withholding procedure will be subject to the

express prior approval of the Board or the Committee; (iii) instructing a broker on the Participant’s behalf to sell Shares otherwise

issuable to the Participant upon exercise of the Option and to submit the proceeds of such sale to the Company; or (iv) any other method

determined by the Company to be in compliance with Applicable Law. The Participant agrees to pay the Company or the Service Recipient

any amounts of Tax-Related Items that cannot be satisfied by the means described above in this Section 3.4(b).

(c)

The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding

rates, including maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant

may receive a refund of any over-withheld amount in cash and (with no entitlement to the equivalent in Shares) or if not refunded, the

Participant may seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay

any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the obligation

for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full

number of Shares subject to the exercised Option, notwithstanding that a number of the Shares is held back solely for the purpose of satisfying

the withholding obligations for Tax-Related Items.

Article

IV.

EXERCISE OF OPTION

4.1

Person Eligible to Exercise. Except as provided in Section 5.4 hereof, during the lifetime of the Participant, only the Participant

may exercise the Option or any portion thereof, unless it has been disposed of pursuant to a DRO. After the death of the Participant,

any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised

by the deceased Participant’s personal representative or by any person empowered to do so under the deceased Participant’s

will or under the then applicable laws of descent and distribution.

4.2

Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised

in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof. However,

the Option shall not be exercisable with respect to fractional Shares.

4.3

Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of

the Company (or any third-party administrator or other person or entity designated by the Company; for the avoidance of doubt, delivery

shall include electronic delivery), during regular business hours, of all of the following prior to the time when the Option or such portion

thereof becomes unexercisable under Section 3.3 hereof:

(a)

An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such

notice complying with all applicable rules established by the Administrator. The notice shall be signed by the Participant or other person

then entitled to exercise the Option or such portion of the Option;

(b)

The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, including

payment of any applicable Tax Related Items, which shall be made by deduction from other compensation payable to the Participant or in

such other form of consideration permitted under Section 4.4 hereof that is acceptable to the Company;

(c)

Any other written representations or documents as may be required in the Administrator’s sole discretion to evidence compliance

with the Securities Act, the Exchange Act or any other applicable law, rule or regulation; and

(d)

In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than

the Participant, appropriate proof of the right of such person or persons to exercise the Option.

Notwithstanding any of the foregoing, the Company

shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country, and which may be subject

to change from time to time.

4.4

Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election

of the Participant:

(a)

Cash or check;

(b)

With the consent of the Administrator, surrender of Shares (including, without limitation, Shares otherwise issuable upon exercise

of the Option) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences

and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof;

(c)

Through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then

issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale

to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company at such

time as may be required by the Company, but in any event not later than the settlement of such sale.

4.5

Conditions to Issuance of Shares. The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either

previously authorized but unissued Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully

paid and nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or

portion thereof prior to fulfillment of all of the conditions in Section 8(g) of the Plan and following conditions:

(a)

The admission of such Shares to listing on all stock exchanges on which such Shares are then listed;

(b)

The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations

of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute

discretion, deem necessary or advisable;

(c)

The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in

its absolute discretion, determine to be necessary or advisable;

(d)

The receipt by the Company of full payment for such Shares, including payment of any applicable Tax Related Items, which may be

in one or more of the forms of consideration permitted under Section 4.4 hereof; and

(e)

The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish

for reasons of administrative convenience.

4.6

Participant’s Representations. If the Shares issuable hereunder have not been registered under the Securities Act or

any applicable state laws on an effective registration statement at the time of exercise, the Participant shall, if required by the Company,

concurrently with such exercise, make such written representations as are deemed necessary or appropriate by the Company or its counsel.

4.7

Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of

the Company, including, without limitation, voting rights and rights to dividends, in respect of any Shares purchasable upon the exercise

of any part of the Option unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced

by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made

for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 7 of

the Plan.

Article

OTHER PROVISIONS

5.1

Nature of Grant. By accepting the Option, the Participant acknowledges, understands, and agrees that: (a) the Plan is established

voluntarily by the Company, it is wholly discretionary in nature; (b) the grant of this Option is exceptional, voluntary and occasional

and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options

have been granted in the past; (c) all decisions with respect to future option or other grants, if any, will be at the sole discretion

of the Company; (d) the Participant is voluntarily participating in the Plan; (e) this Option and any Shares acquired under the Plan,

and the income from and value of same, are not part of normal or expected compensation for any purposes, including for purposes of calculating

any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension

or retirement or welfare benefits or similar payments; (f) the future value of the Shares underlying this Option is unknown, indeterminable,

and cannot be predicted with certainty; (g) neither the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation

between the Participant’s local currency and the United States Dollar that may affect the value of the Participant’s Options

or of any amounts due to or from the Participant pursuant to the exercise of the Participant’s Option or the subsequent sale of

any Shares received; and (h) no claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting from

the Participant’s Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of Applicable

Law in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment or other service

agreement, if any).

5.2

Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for

the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such

rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding

upon the Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable

for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option.

5.3

Whole Shares. The Option may only be exercised for whole Shares.

5.4

Transferability. The Option shall be subject to the restrictions on transferability set forth in Section 8(a) of the Plan.

5.5

Tax Consultation. The Participant understands that the Participant may suffer adverse tax consequences as a result of the grant,

vesting or exercise of the Option, or with the purchase or disposition of the Shares subject to the Option. The Participant represents

that the Participant has consulted with any tax consultants the Participant deems advisable in connection with the purchase or disposition

of such Shares and that the Participant is not relying on the Company for any tax advice.

5.6          Binding Agreement. Subject to the limitation on the transferability of the Option contained herein, this Agreement will be

binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

5.7

Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the Option in such circumstances as it,

in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Section

7 of the Plan (including, without limitation, an extraordinary cash dividend on such Shares), the Administrator shall make such adjustments

the Administrator deems appropriate in the number of Shares subject to the Option, the exercise price of the Option and the kind of securities

that may be issued upon exercise of the Option. The Participant acknowledges that the Option is subject to adjustment, modification and

termination in certain events as provided in this Agreement and Section 7 of the Plan.

5.8

Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care

of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Participant shall be addressed

to the Participant at the Participant’s last address reflected on the Company’s records. By a notice given pursuant to this

Section 5.8, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required

to be given to the Participant shall, if the Participant is then deceased, be given to the person entitled to exercise his or her Option

pursuant to Section 4.1 hereof by written notice under this Section 5.8. Any notice shall be deemed duly given when sent via email or

when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly

maintained by the United States Postal Service (or similar non-U.S. entity).

5.9

Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction

of this Agreement.

5.10

Governing Law; Venue. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement

and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. Each

party hereto agrees that it must bring any action between the parties hereto arising out of or related to this Agreement in the Court

of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have

subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction

of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware

Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (the “Chosen Courts”), and,

solely with respect to any such action (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection

to laying venue in any such action in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or

do not have jurisdiction over any party hereto and (d) agrees that service of any process, summons, notice or document pursuant to Section

5.8 above shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which it

has submitted to jurisdiction as set forth in the immediately preceding sentence.

5.11        Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the

extent necessary with all provisions of the Securities Act and the Exchange Act and any and all Applicable Law and regulations and rules

promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything

herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform

to such Applicable Law. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary

to conform to such Applicable Law.

5.12

Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended

or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however,

that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely

affect the Option in any material way without the prior written consent of the Participant.

5.13

Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and

this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein

set forth in Section 5.4 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators,

successors and assigns.

5.14

Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the Participant

is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set

forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act)

that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed

amended to the extent necessary to conform to such applicable exemptive rule.

5.15

Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan shall confer upon the Participant any right

to continue to serve as an Employee or other service provider of the Company or any of its Subsidiaries or shall interfere with or restrict

in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services

of the Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise by

Applicable Law or in a written agreement between the Company or a Subsidiary and the Participant.

5.16

Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede

in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof,

provided that the Option shall be subject to any accelerated vesting or extended post-termination exercise provisions in any written agreement

between the Participant and the Company (or any Subsidiary who is the employer of the Participant) or a Company plan pursuant to which

the Participant participates, in each case, in accordance with the terms therein (including, without limitation, the letter agreement

between the Company and the Participant dated as of July 24, 2026).

5.17        Section 409A. This Option is not intended to constitute “nonqualified deferred compensation” within the meaning

of Section 409A. However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator

determines that the Option (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole

discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments

to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures

with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the Option

to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.

5.18

Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided.

This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating

a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of

a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option,

and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to options, as and when exercised

pursuant to the terms hereof.

5.19        Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current

or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery

and agrees to participate in the Plan through an on-line or electronic system established and maintained by the company or a third party

designated by the Company.

* * * * *

EX-10.3 — EXHIBIT 10.3

EX-10.3

Filename: tm2621592d1_ex10-3.htm · Sequence: 4

Exhibit 10.3

CONSULTING AGREEMENT

This

Consulting Agreement (this “Agreement”) is made as of July 24, 2026 (the “Effective Date”),

by and between Dr. Jacob Frenkel, PhD, MA (“Consultant”) and Brainstorm Cell Therapeutics Inc. (the “Company”).

Consultant and the Company are each a “Party” and together the “Parties.”

1.             Consulting

Terms.

(a)       Consulting

Period. The Company engages Consultant, and Consultant agrees, to perform services upon the terms set forth in this Agreement, beginning

on the Effective Date and ending on the date that is 9 months after the Effective Date (the “End Date”), unless

terminated earlier pursuant to this Agreement (the “Consulting Period”).

(b)       Consulting

Services. During the Consulting Period, Consultant will, at the Company’s request, provide consulting services to the President

and Chief Executive Officer (the “CEO”) relating to the transition of his duties as Chairman (the “Consulting

Services”). Consultant will make himself available at reasonable times during normal business hours and on reasonable notice

and will dedicate such time as reasonably necessary to perform the Consulting Services.

Matters. During the Consulting Period, Consultant will make himself available to travel in connection with his services if reasonably

requested by the Company with appropriate advance notice. Travel expenses will be reimbursed pursuant to Section 4 below.

2.             Non-Exclusive

Relationship. Consultant will provide the Consulting Services on a non-exclusive basis. During the Consulting Period Consultant

may engage in any activity not inconsistent with this Agreement, so long as such activities do not materially interfere with Consultant’s

responsibilities under Section 1 above.

3.             Compensation.

(a)       Consulting

Fee. On or around the Effective Date, the Company will grant to Consultant an award of restricted stock units covering 100,000 shares

of the Company’s common stock (the “RSUs”). The RSUs will vest as to 50% of the shares on the date that

is 3 months after the Effective Date, and the remaining 50% of the shares on the date that is 9 months after the Effective Date, in each

case subject to Consultant’s continuing service under this Agreement. Any unvested RSUs will vest in full upon a Change in Control

of the Company (as defined in the award agreement) or Consultant’s death. The RSUs will otherwise be governed by the Company’s

2014 Global Share Option Plan and the standard award agreement approved for use thereunder. Consultant will not be entitled to any other

fees, including cash fees, for the Consulting Services.

(b)       Taxes.

Consultant is responsible for paying all federal, state, and local income taxes with respect to amounts paid under this Agreement. The

Company will not withhold any taxes or other payments on Consultant’s behalf. Consultant may be liable for self-employment (social

security) tax. Consultant will comply with all applicable laws, regulations, and orders concerning taxes, unemployment insurance, social

security, worker’s compensation, disability, and similar matters. Consultant agrees to hold the Company harmless for any tax liabilities

incurred as a result of the RSUs or any reimbursements under this Agreement and to reimburse the Company for any taxes or penalties levied

against it with regard to this Agreement.

Benefits. The Company will not provide Consultant, or any principal, employee, or contractor of Consultant, with any benefits, including

severance, pension, retirement, health, welfare, or insurance benefits of any kind, including workers’ compensation insurance.

4.             Reimbursable

Costs. The Company will reimburse Consultant for actual and reasonable expenses (including travel) incurred in performing the Consulting

Services that are approved by the CEO.

5.             Independent

Contractor Status. Consultant will at all times act solely as an independent contractor and not as an employee of the Company or its

affiliates. Consultant will have authority to direct and control his performance of activities hereunder. This Agreement does not impose

any obligation on the Company to offer ongoing work or employment to Consultant. Nothing in this Agreement will be construed to create

a partnership or joint venture between the Company and Consultant or to authorize either Party to act as agent of the other.

6.             Other

Obligations of Consultant. During the Consulting Period, Consultant will: (a) comply with all applicable laws and regulations

required to render the Consulting Services; (b) observe the Company’s anti-harassment, workplace violence, drug-free workplace,

and safety policies while on Company premises or performing the Consulting Services; and (c) upon termination of the Consulting Period,

promptly return all Company property in Consultant’s possession or control (which obligation survives any termination of this Agreement

or the Consulting Services).

7.             Termination.

This Agreement will automatically terminate, without further action or notice, on the earlier of Consultant’s death or the End Date.

Prior to the End Date, either Party may terminate this Agreement for any reason by providing 15 calendar days’ written notice to

the other Party pursuant to Section 8(e) below. Upon termination, Consultant will be eligible to receive any accrued but unpaid expense

reimbursements and will have no further rights to consulting fees or other compensation; provided that if the Company terminates this

Agreement prior to the End Date other than due to Consultant’s material breach of the Agreement or his death, any unvested RSUs

will continue to vest, subject to Consultant’s continuing compliance with Section 6(c) above.

8.             Miscellaneous.

(a)       Entire

Agreement, Amendment and Waiver. This Agreement, along with the documents referenced herein, represents the final and entire agreement

between the Parties with respect to the subject matter hereof and supersedes all prior agreements and negotiations. This Agreement may

be amended or waived only with the prior written consent of the Company and Consultant. No course of conduct or delay in enforcing this

Agreement will affect its validity or enforceability.

(b)       Successors.

This Agreement is personal to Consultant and may not be assigned by Consultant without the Company’s prior written consent, other

than by will or the laws of descent and distribution. The Company may assign this Agreement to an affiliate or to any successor (whether

direct or indirect, by purchase, merger, consolidation or otherwise). This Agreement will inure to the benefit of and bind the Company,

its affiliates, and their respective successors and assigns.

of Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to

principles of conflict of laws.

(d)       Counterparts.

This Agreement may be executed in counterparts, each of which will be an original, but all of which together will constitute one instrument.

A signed copy delivered by electronic mail or other electronic transmission will be deemed to have the same legal effect as an original

signed copy.

(e)       Notices.

Any notice under this Agreement will be in writing and sent by electronic mail. Notices to Consultant will be sent to Dr. Jacob

Frenkel, PhD, MA at     (or any personal e-mail address provided to the Company). Notices to the Company will be sent

to Chaim Lebovits at    . Notice will be deemed given when electronic evidence of transmission is received.

IN WITNESS WHEREOF, the Parties

hereto have executed this Agreement as of the date first set forth above.

BRAINSTORM CELL THERAPEUTICS INC.

By: Chaim Lebovits

Its: President and Chief Executive Officer

CONSULTANT

Dr. Jacob Frenkel, PhD, MA

EX-10.4 — EXHIBIT 10.4

EX-10.4

Filename: tm2621592d1_ex10-4.htm · Sequence: 5

Exhibit 10.4

BRAINSTORM CELL THERAPEUTICS INC. 2014 GLOBAL

SHARE OPTION PLAN

RESTRICTED STOCK UNIT GRANT NOTICE

Brainstorm Cell Therapeutics

Inc., a Delaware corporation, (the “Company”), pursuant to its 2014 Global Share Option Plan, as may be amended from

time to time (the “Plan”), hereby grants to the individual listed below (the “Participant”), an

award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each vested Restricted Stock

Unit represents the right to receive, in accordance with the Plan and the Restricted Stock Unit Agreement attached hereto as Exhibit

A (the “Agreement”), one share of Common Stock (“Share”). This award of Restricted Stock Units

is subject to all the terms and conditions set forth herein, as well as in the Plan and the Agreement, each of which are incorporated

herein by reference. Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”)

and the Agreement but defined in the Plan will have the same definitions as in the Plan.

Participant:

Jacob Frenkel, Ph.D

Grant Date:

July 24, 2026

Total Number of RSUs:

100,000

Vesting Schedule:

50% on October 24, 2026 and 50% on April 24, 2027, if the Participant shall not have incurred a Termination of Service prior to each such date.

By his or her signature and

the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this

Grant Notice. The Participant has reviewed the Plan, the Agreement and this Grant Notice in their entirety, has had an opportunity to

obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the Agreement and

this Grant Notice. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator

upon any questions arising under the Plan, the Agreement or this Grant Notice.

BRAINSTORM CELL THERAPEUTICS

INC.

PARTICIPANT

By:

Name:

Chaim Lebovits

Jacob Frenkel, Ph.D

Title:

Chief Executive Officer

EXHIBIT A

TO RESTRICTED STOCK UNIT GRANT NOTICE

RESTRICTED STOCK UNIT AGREEMENT

Pursuant to the Restricted

Stock Unit Grant Notice (the “Grant Notice”) to which this Restricted Stock Unit Agreement (this “Agreement”)

is attached, Brainstorm Cell Therapeutics Inc., a Delaware corporation (the “Company”), has granted to the Participant

the number of restricted stock units (“Restricted Stock Units” or “RSUs”) set forth in the Grant

Notice under the Company’s 2014 Global Share Option Plan, as amended from time to time (the “Plan”). Each Restricted

Stock Unit represents the right to receive one share of Common Stock (a “Share”) upon vesting.

Article

GENERAL

1.1

Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant

Notice. For purposes of this Agreement, the following terms shall have the meanings set forth below:

(a)

“Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under

the Plan have been delegated to such Committee. With reference to the Board’s or a Committee’s powers or authority under the

Plan that have been delegated to one or more officers, the term “Administrator” shall refer to such officer(s) unless and

until such delegation has been revoked.

(b)

“Applicable Law” means any applicable law, including without limitation: (i) provisions of the Code, the Securities

Act, the Exchange Act and any rules or regulations thereunder; (ii) corporate, securities, tax or other laws, statutes, rules, requirements

or regulations, whether federal, state, local or foreign; and (iii) rules of any securities exchange or automated quotation system on

which the Shares are listed, quoted or traded.

(c)

“Change in Control” means and includes each of the following:

(i)       A

transaction or series of transactions whereby any “person” or related “group” of “persons” (as such

terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit

plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly

controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within

the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power

of the Company’s securities outstanding immediately after such acquisition; or

(ii)       During

any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new

director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction

described in subsections (i) or (iii)) 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 two

(2)-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority

thereof; or

(iii)       The

consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries)

of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all

of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of

another entity, in each case other than a transaction: (a) which results in the Company’s voting securities outstanding immediately

before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company

or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all

or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the

“Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s

outstanding voting securities immediately after the transaction, and (b) after which no person or group beneficially owns voting securities

representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated

for purposes of this clause (b) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result

of the voting power held in the Company prior to the consummation of the transaction.

(d)

“Code” means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs

and other interpretative authority issued thereunder.

(e)

“Common Stock” means the common stock of the Company.

(f)

“Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and all regulations, guidance and

other interpretative authority issued thereunder.

(g)

“Section 409A” means Section 409A of the Code and the regulations promulgated thereunder by the United States

Treasury Department, as amended or as may be amended from time to time.

(h)

“Securities Act” means the Securities Act of 1933, as amended, and all regulations, guidance and other interpretative

authority issued thereunder.

(i)

“Service Provider” means an Employee, a director, consultant or adviser of the Company or any affiliate.

(j)

“Subsidiary” means any entity (other than the Company), whether U.S. or non-U.S., in an unbroken chain of entities

beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of

the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or

interests in one of the other entities in such chain.

(k)

“Tax-Related Items” means any U.S. and non-U.S. federal, state and/or local taxes (including, without limitation,

income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been

transferred to a Participant) for which a Participant is liable in connection with Awards and/or Shares.

(l)

“Termination of Service” means: (i) as to a consultant, the time when the engagement of a Participant as a consultant

to the Company or a Subsidiary is terminated for any reason, with or without cause; (ii) as to a non-employee director, the time when

a Participant who is a non-employee director ceases to be a director for any reason; and (iii) as to an Employee, the time when the employee-employer

relationship between a Participant and the Company or any Subsidiary is terminated for any reason, including, without limitation, a termination

by resignation, discharge, death, disability or retirement; but excluding, in each case, terminations where the Participant simultaneously

commences or remains in employment or service with the Company or any Subsidiary.

1.2

Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions of the Plan, which are incorporated herein

by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.

Article

II.

GRANT OF RESTRICTED STOCK UNITS

2.1

Grant of RSUs. Pursuant to the Grant Notice and upon the terms and conditions set forth in the Plan and this Agreement, effective

as of the Grant Date set forth in the Grant Notice, the Company hereby grants to the Participant an award of RSUs under the Plan in consideration

of the Participant’s past or continued employment with or service to the Company or any Subsidiaries and for other good and valuable

consideration.

2.2

Unsecured Obligation to RSUs. Unless and until the RSUs have vested in the manner set forth in Article II hereof, the Participant

will have no right to receive Common Stock under any such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an

unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.

2.3

Vesting Schedule. Subject to Section 2.4 and 3.15 hereof, the RSUs shall vest and become nonforfeitable with respect to the

applicable portion thereof according to the vesting schedule set forth in the Grant Notice (rounding down to the nearest whole Share).

For the avoidance of doubt, employment or service during only a portion of the vesting period shall not entitle the Participant to vest

in a pro-rata portion of the RSUs. Subject to Section 2.4 below, in the event of a Transaction the RSUs shall be treated pursuant to Section

2.4

Forfeiture, Termination and Cancellation upon Termination of Service. Notwithstanding any contrary provision of this Agreement

or the Plan, and subject to Section 3.15 below, upon the Participant’s Termination of Service for any or no reason, all Restricted

Stock Units which have not vested prior to or in connection with such Termination of Service shall thereupon automatically be forfeited,

terminated and cancelled as of the applicable termination date without payment of any consideration by the Company, and the Participant,

or the Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder, except

as may otherwise be provided by the Administrator or as set forth in a written agreement between the Company and the Participant.

2.5

Issuance of Common Stock upon Vesting.

(a)

As soon as administratively practicable following the vesting of any Restricted Stock Units pursuant to Section 2.3 hereof, but

in no event later than 60 days after such vesting date (for the avoidance of doubt, if the Participant is subject to taxation in the United

States, this deadline is intended to comply with the “short term deferral” exemption from Section 409A of the Code), the Company

shall deliver to the Participant (or any transferee permitted under Section 3.3 hereof) a number of Shares equal to the number of RSUs

subject to this Award that vest on the applicable vesting date.

(b)

As set forth in the Plan and Section 2.8 below, the Company shall have the authority and the right to deduct or withhold, or to

require the Participant to remit to the Company, an amount sufficient to satisfy all applicable Tax-Related Items required by law to be

withheld with respect to any taxable event arising in connection with the Restricted Stock Units.

2.6

Conditions to Delivery of Shares. The Shares deliverable hereunder may be either previously authorized but unissued Shares,

treasury Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable.

2.7

Rights as Stockholder. The holder of the RSUs shall not be, nor have any of the rights or privileges of, a stockholder of the

Company, including, without limitation, voting rights and rights to dividends, in respect of the RSUs and any Shares underlying the RSUs

and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced

by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made

for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 7 or

11 of the Plan.

2.8

Tax Withholding

(a)

The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or other affiliate

of the Company for which the Participant renders services (the “Service Recipient”) the ultimate liability for all

Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount (if any) actually withheld by the Company

or the Service Recipient. The Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations

or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs including, but not limited

to, the grant or vesting of the RSUs, the subsequent sale of Shares acquired pursuant to settlement of the RSUs and the receipt of any

dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce

or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result.

(b)

The Company shall not be obligated to deliver any Shares to the Participant or the Participant’s legal representative unless

and until the Participant or the Participant’s legal representative shall have paid or otherwise satisfied in full the amount of

all Tax-Related Items applicable to the taxable income of the Participant resulting from the grant or vesting of the Restricted Stock

Units or the issuance of Shares. At the time of settlement of the RSUs, in whole or in part, or at the time any other withholding event

for Tax-Related Items occurs with respect to the RSUs, the Participant hereby authorizes the Company and/or Service Recipient, or their

respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by one or a combination

of the following methods: (i) withholding from the Participant’s salary, wages, or any other amounts payable to the Participant,

in accordance with Applicable Law; (ii) withholding Shares otherwise issuable to the Participant upon the settlement of the RSUs, provided

that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such Share

withholding procedure will be subject to the express prior approval of the Board or the Committee; (iii) instructing a broker on the Participant’s

behalf to sell Shares otherwise issuable to the Participant upon settlement of the RSUs and to submit the proceeds of such sale to the

Company; or (iv) any other method determined by the Company to be in compliance with Applicable Law. The Participant agrees to pay the

Company or the Service Recipient any amounts of Tax-Related Items that cannot be satisfied by the means described above in Section 2.8(b).

(c)

The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding

rates, including maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant

may receive a refund of any over-withheld amount in cash and (with no entitlement to the equivalent in Shares) or if not refunded, the

Participant may seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay

any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the obligation

for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full

number of Shares paid upon settlement of the RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of

satisfying the withholding obligations for Tax-Related Items.

Article

III.

OTHER PROVISIONS

3.1

Nature of Grant. By accepting the RSUs, the Participant acknowledges, understands, and agrees that: (a) the Plan is established

voluntarily by the Company, it is wholly discretionary in nature; (b) the grant of the RSUs is exceptional, voluntary and occasional and

does not create any contractual or other right to receive future grants of equity awards, or benefits in lieu of equity awards, even if

equity awards have been granted in the past; (c) all decisions with respect to future equity award grants, if any, will be at the sole

discretion of the Company; (d) the Participant is voluntarily participating in the Plan; (e) the RSUs and any Shares acquired under the

Plan, and the income from and value of same, are not part of normal or expected compensation for any purposes, including for purposes

of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards,

holiday pay, pension or retirement or welfare benefits or similar payments; (f) the future value of the Shares underlying the RSUs is

unknown, indeterminable, and cannot be predicted with certainty; (g) neither the Company nor any Subsidiary shall be liable for any foreign

exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the

Participant’s RSUs or the subsequent sale of any Shares received; and (h) no claim or entitlement to compensation or damages shall

arise from forfeiture of the RSUs resulting from the Participant’s Termination of Service (for any reason whatsoever, whether or

not later found to be invalid or in breach of Applicable Law in the jurisdiction where the Participant is providing service or the terms

of the Participant’s employment or other service agreement, if any).

3.2

Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for

the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such

rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding

upon the Participant, the Company and all other interested persons. No member of the Administrator or the Board shall be personally liable

for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the RSUs.

3.3

Transferability. The RSUs shall be subject to the restrictions on transferability set forth in Section 12 of the Plan.

3.4

Tax Consultation. The Participant understands that the Participant may suffer adverse tax and social security consequences

in connection with the RSUs granted pursuant to this Agreement (and the Shares issuable with respect thereto). The Participant represents

that the Participant has consulted with any tax consultants the Participant deems advisable in connection with the RSUs and the issuance

of Shares with respect thereto and that the Participant is not relying on the Company for any tax or social security advice.

3.5

Binding Agreement. Subject to the limitation on the transferability of the RSUs contained herein, this Agreement will be binding

upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.

3.6

Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the RSUs in such circumstances as it, in

its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Section

7 or Section 11 of the Plan (including, without limitation, an extraordinary cash dividend on such Shares), the Administrator shall make

such adjustments the Administrator deems appropriate in the number of Shares subject to the RSUs and the kind of securities that may be

issued upon settlement of the RSUs. The Participant acknowledges that the RSUs are subject to adjustment, modification and termination

in certain events as provided in this Agreement and Section 7 and Section 11 of the Plan.

3.7

Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care

of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Participant shall be addressed

to the Participant at the Participant’s last address reflected on the Company’s records. By a notice given pursuant to this

Section 3.7, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed

duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post

office or branch post office regularly maintained by the United States Postal Service (or similar non-U.S. entity).

3.8

Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction

of this Agreement.

3.9