BRAINSTORM CELL THERAPEUTICS INC.

BRAINSTORM CELL THERAPEUTICS INC._September 30, 2025

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


	☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025.


	☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _____________ to _____________

Commission File Number 001-36641

BRAINSTORM CELL THERAPEUTICS INC.

(Exact name of registrant as specified in its charter)

Delaware	20-7273918
(State or other jurisdiction of	(I.R.S. Employer
incorporation or organization)	Identification No.)

1325 Avenue of Americas, 28^th Floor
New York, NY	10019
(Address of principal executive offices)	(Zip Code)

(201) 488-0460

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) 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 (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐		Accelerated filer ☐

Non-accelerated filer ☒		Smaller reporting company ☒

		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. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

As of November 11, 2025, the number of shares outstanding of the registrant’s Common Stock, $0.00005 par value per share, was 11,034,775.

Table of Contents

SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report contains numerous statements, descriptions, forecasts and projections, regarding Brainstorm Cell Therapeutics Inc. (together with its consolidated subsidiaries, the “Company,” “Brainstorm,” “we,” “us” or “our”) and its potential future business operations and performance, including financial results for the most recent fiscal quarter, statements regarding the market potential for treatment of neurodegenerative disorders such as amyotrophic lateral sclerosis (“ALS”), the sufficiency of our existing capital resources for continuing operations in 2025 and beyond, the safety and clinical effectiveness of our NurOwn® technology, our clinical trials of NurOwn® and its related clinical development, and our ability to develop collaborations and partnerships to support our business plan. In some cases you can identify such “forward-looking statements” by the use of words like “may,” “will,” “should,” “could,” “expects,” “hopes,” “anticipates,” “believes,” “intends,” “plans,” “projects,” “targets,” “goals,” “estimates,” “predicts,” “likely,” “potential,” or “continue” or the negative of any of these terms or similar words. These statements, descriptions, forecasts and projections constitute “forward-looking statements,” and as such involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levels of activity, performance and achievements to be materially different from any results, levels of activity, performance and achievements expressed or implied by any such “forward-looking statements.” These risks and uncertainties include, but are not limited to the potential consequences of our delisting from The Nasdaq Stock Market (the “Nasdaq”) and our common stock trading on the OTCQB Venture Market on the liquidity and price of our common stock; the outcomes of the putative securities class action and derivative lawsuits filed by five of our shareholders, the potential for more derivative lawsuits to be brought, our need to raise additional capital, our ability to continue as a going concern, regulatory approval of our NurOwn® treatment candidate, the success of our product development programs and research, regulatory and personnel issues, development of a global market for our services, the ability to secure and maintain research institutions to conduct our clinical trials, the ability to generate significant revenue, the ability of our NurOwn® treatment candidate to achieve broader acceptance as a treatment option for ALS, progressive multiple sclerosis (“PMS”), Alzheimer’s disease(“AD”) or other neurodegenerative diseases, our ability to manufacture and commercialize our NurOwn® treatment candidate, obtaining patents that provide meaningful protection, competition and market developments, our ability to protect our intellectual property from infringement by third parties, heath reform legislation, demand for our services, currency exchange rates and product liability claims and litigation, adverse developments affecting the financial services industry, political instability, unrest and wars, such as the conflicts involving Ukraine and Russia and Israel and its surrounding regions, including our clinical development activities, our ability to improve our internal control over financial reporting, including our inability to remediate the identified material weakness, as well as the costs and the time associated with such efforts, and other factors described under “Risk Factors” in this report and in our annual report on Form 10-K for the fiscal year ended December 31, 2024. These “forward-looking statements” are based on certain assumptions that we have made as of the date hereof. To the extent these assumptions are not valid, the associated “forward-looking statements” and projections will not be correct. Although we believe that the expectations reflected in these “forward-looking statements” are reasonable, we cannot guarantee any future results, levels of activity, performance, or achievements. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, and therefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of each quarter or the year. Although these expectations may change, we may not inform you if they do and we undertake no obligation to do so, except as required by applicable securities laws and regulations. We caution investors that our business and financial performance are subject to substantial risks and uncertainties. In evaluating our business, prospective investors should carefully consider the information set forth under the caption “Risk Factors” in this report and in our annual report on Form 10-K for the fiscal year ended December 31, 2024 in addition to the other information set forth herein and elsewhere in our other public filings with the Securities and Exchange Commission (“SEC”).

Table of Contents

TABLE OF CONTENTS

		Page Number
PART I – FINANCIAL INFORMATION		4

Item 1.	Financial Statements	4
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	21
Item 3.	Quantitative and Qualitative Disclosures About Market Risk	38
Item 4.	Controls and Procedures	39

PART II – OTHER INFORMATION		40

Item 1.	Legal Proceedings	40
Item 1A.	Risk Factors	41
Item 5.	Other Information	43
Item 6.	Exhibits	44

SIGNATURES		45

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1. Financial Statements.

BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025

U.S. DOLLARS IN THOUSANDS

(Except share data and exercise prices)

(UNAUDITED)

Table of Contents

BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

As of September 30, 2025

U.S. DOLLARS IN THOUSANDS

(Except share data and exercise prices)

(UNAUDITED)

INDEX

	Page

Interim Condensed Consolidated Balance Sheets	6

Interim Condensed Consolidated Statements of Comprehensive Loss	7

Interim Condensed Statements of Changes in Stockholders’ Equity (Deficit)	8

Interim Condensed Consolidated Statements of Cash Flows	10

Notes to Interim Condensed Consolidated Financial Statements	11

Table of Contents

BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED BALANCE SHEETS

U.S. dollars in thousands

(Except share data)


	September 30,		December 31,
	2025		2024
	Unaudited		Audited

	U.S. $ in thousands
ASSETS

Current Assets:
Cash and cash equivalents	$	5	$	187
Other accounts receivable		80		63
Prepaid expenses and other current assets		423		135
Total current assets	$	508	$	385

Long-Term Assets:
Prepaid expenses and other long-term assets	$	24	$	22
Restricted Cash		231		184
Operating lease right of use asset (Note 3)		334		807
Property and Equipment, Net		283		434
Total Long-Term Assets	$	872	$	1,447

Total assets	$	1,380	$	1,832

LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)

Current Liabilities:
Accounts payables	$	6,420	$	6,080
Accrued expenses		350		619
Short-term loans (Note 7)		101		300
Operating lease liability (Note 3)		276		549
Employees related liability		1,876		1,430
Total current liabilities	$	9,023	$	8,978

Long-Term Liabilities:
Operating lease liability (Note 3)		50		171
Warrants liability (Note 4)		—		447
Total long-term liabilities	$	50	$	618

Total liabilities	$	9,073	$	9,596

Stockholders’ Deficit:
Stock capital: (Note 5)		16		14
Common Stock of $0.00005 par value - Authorized: 250,000,000 shares at September 30, 2025 and at December 31, 2024 respectively; Issued and outstanding: 11,034,775 and 6,141,762 shares at September 30, 2025 and December 31, 2024 respectively
Additional paid-in-capital		226,916		218,974
Treasury stocks		(116)		(116)
Accumulated deficit		(234,509)		(226,636)
Total stockholders’ deficit	$	(7,693)	$	(7,764)

Total liabilities and stockholders’ deficit	$	1,380	$	1,832

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES

INTERIM CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSS (UNAUDITED)

U.S. dollars in thousands

(Except share data)


	Nine months ended					Three months ended
	September 30,					September 30,
	2025		2024			2025		2024

	Unaudited					Unaudited
Operating expenses:

Research and development, net	$	3,323	$	2,928		$	899	$	1,045
General and administrative		4,386		5,576			1,148		2,003

Operating loss		(7,709)		(8,504)			(2,047)		(3,048)

Financial income (expense), net		(343)		(11)			(59)		(54)

Gain (loss) on change in fair value of Warrants liability (Note 4)		179		(135)			—		394

Net loss	$	(7,873)	$	(8,650)		$	(2,106)	$	(2,708)

Basic and diluted net loss per share from continuing operations	$	(0.91)	$	(1.80)	(*)	$	(0.19)	$	(0.51)	(*)

Weighted average number of shares outstanding used in computing basic and diluted net loss per share		8,673,908		4,793,026	(*)		11,008,047		5,309,796	(*)

* Retroactively adjusted (See Note 5).

The accompanying notes are an integral part of the consolidated financial statements.

Table of Contents

BRAINSTORM CELL THERAPEUTICS INC. AND SUBSIDIARIES

STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (UNAUDITED)

U.S. dollars in thousands

(Except share data)


			Additional			Total
	Common stock		paid-in	Treasury	Accumulated	stockholders’
	Number ()**	Amount	capital	stocks	deficit	deficit
Balance as of January 1, 2024	4,032,614	13	210,258	(116)	(215,013)	(4,858)
Stock-based compensation related to stock and options granted to directors and employees	—	*	170	—	—	170
Issuance of shares in at-the-market (ATM) offering (Note 5)	530,532	*	2,539	—	—	2,539
Net loss	—	—	—	—	(3,401)	(3,401)
Balance as of March 31, 2024	4,563,146	13	212,967	(116)	(218,414)	(5,550)
Stock-based compensation related to stock and options granted to directors and employees	111,721	*	194	—	—	194
Issuance of shares in at-the-market (ATM) offering (Note 5)	107,011	*	725	—	—	725
Issuance of shares for private placement (Note 5)	527,918	1	3,644	—	—	3,645
Net loss	—	—	—	—	(2,541)	(2,541)
Balance as of June 30, 2024	5,309,796	14	217,530	(116)	(220,955)	(3,527)
Stock-based compensation related to stock and options granted to directors and employees	—	*

SEC Form 10-Q filed by Brainstorm Cell Therapeutics Inc.