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Item 1.02. Termination of Material Definitive Agreement.
On August 9, 2021, Brainstorm Cell Therapeutics Inc. (the “Company”) entered into a Distribution Agreement by and between the Company and SVB Leerink LLC and Raymond James & Associates, Inc. (the “Agents”) to sell shares of its common stock, par value $0.00005 per share (the “Common Stock”), having an aggregate offering price of up to $100.0 million from time to time through an “at-the-market” equity offering program under which the Agents will act as our agent (the “New Distribution Agreement”). A copy of the New Distribution Agreement was filed as Exhibit 1.2 to the Company’s Registration Statement on Form S-3 (File No. 333-258640), filed with the Securities and Exchange Commission (the “SEC”) on August 9, 2021. In connection with entering into the New Distribution Agreement, the Company terminated the Amended and Restated Distribution Agreement, dated as of September 25, 2020 (the “Old Distribution Agreement”), by and between the Company and the Agents.
The termination of the Old Distribution Agreement was effective on August 9, 2021. As previously reported, pursuant to the terms of the Old Distribution Agreement and the related prospectus supplement filed with the SEC on September 25, 2020, the Company could offer and sell shares of its Common Stock having an aggregate offering price of up to $45.0 million from time to time through the Agents. The Company is not subject to any termination penalties related to the termination of the Old Distribution Agreement. The Company sold 4,721,282 shares of its Common Stock for gross proceeds of approximately $29.1 million pursuant to the Old Distribution Agreement through the termination date of such agreement. The Company will not make any further sales of shares of its Common Stock under the Old Distribution Agreement and the related prospectus supplement.
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: August 13, 2021||By:||/s/ Chaim Lebovits|
|Chief Executive Officer|