Brainstorm Cell Therapeutics Announces Pricing of $7.5 Million Registered Direct Offering

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BrainStorm Cell Therapeutics announces securities purchase agreement for registered direct offering

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• BrainStorm Cell Therapeutics has entered into a securities purchase agreement for the sale of 4,054,055 shares of common stock and warrants to purchase up to an aggregate of 4,054,055 shares of common stock. The offering price is $1.85 per share, with an exercise price of $2.00 per share. The gross proceeds from the offering are expected to be approximately $7.5 million.

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NEW YORK, July 17, 2023 /PRNewswire/ -- BrainStorm Cell Therapeutics Inc. (NASDAQ: BCLI) (the "Company"), a leading developer of adult stem cell therapeutics for neurodegenerative diseases, today announced that it has entered into a securities purchase agreement with a single institutional investor for the purchase and sale of 4,054,055 shares of the Company's common stock and warrants to purchase up to an aggregate of 4,054,055 shares of common stock in a registered direct offering. Each share of common stock is being offered in the offering together with a warrant to purchase one share of common stock at an offering price of $1.85 per share. The warrants will have an exercise price of $2.00 per share, will be immediately exercisable and will expire five years from the date of issuance.

The offering is expected to close on or about July 19, 2023, subject to satisfaction of customary closing conditions.

Maxim Group LLC is acting as the sole placement agent for the offering.

The gross proceeds from the offering, before deducting the placement agent's fees and other offering expenses payable by the Company, are expected to be approximately $7.5 million.

The securities are being offered and sold by the Company pursuant to a "shelf" registration statement on Form S-3 (File No. 333-258640) filed with the U.S. Securities and Exchange Commission (the "SEC") on August 9, 2021 and declared effective by the SEC on August 19, 2021. The offering of the securities is being made only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A final prospectus supplement and the accompanying prospectus relating to the registered direct offering will be filed with the SEC. Electronic copies of the final prospectus supplement and the accompanying prospectus may be obtained, when available, on the SEC's website at http://www.sec.gov or by contacting Maxim Group LLC, 300 Park Avenue, New York, NY 10022, Attention: Syndicate Department, or via email at syndicate@maximgrp.com or telephone at (212) 895-3745.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy any of the securities described herein, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

About BrainStorm Cell Therapeutics Inc.

BrainStorm Cell Therapeutics Inc. is a leading developer of innovative autologous adult stem cell therapeutics for debilitating neurodegenerative diseases. The Company holds the rights to clinical development and commercialization of the NurOwn® technology platform used to produce autologous MSC-NTF cells through an exclusive, worldwide licensing agreement. Autologous MSC-NTF cells have received Orphan Drug designation status from the U.S. Food and Drug Administration (FDA) and the European Medicines Agency (EMA) for the treatment of amyotrophic lateral sclerosis (ALS). BrainStorm has completed a Phase 3 pivotal trial in ALS (NCT03280056); this trial investigated the safety and efficacy of repeat-administration of autologous MSC-NTF cells and was supported by a grant from the California Institute for Regenerative Medicine (CIRM CLIN2-0989). BrainStorm completed under an investigational new drug application a Phase 2 open-label multicenter trial (NCT03799718) of autologous MSC-NTF cells in progressive MS and was supported by a grant from the National MS Society (NMSS).

Notice Regarding Forward-Looking Statements

This press release contains "forward-looking statements" that are subject to substantial risks and uncertainties, including statements related to the completion of the offering. All statements, other than statements of historical fact, contained in this press release are forward-looking statements. Forward-looking statements contained in this press release may be identified by the use of words such as "anticipate," "believe," "contemplate," "could," "estimate," "expect," "intend," "seek," "may," "might," "plan," "potential," "predict," "project," "target," "aim," "should," "will" "would," or the negative of these words or other similar expressions, although not all forward-looking statements contain these words. Forward-looking statements are based on the Company's current expectations and are subject to inherent uncertainties, risks and assumptions that are difficult to predict. Further, certain forward-looking statements are based on assumptions as to future events that may not prove to be accurate, including the satisfaction of customary closing conditions related to the offering, completion of the offering and various other factors. These and other risks and uncertainties are described more fully in the sections titled "Risk Factors" and "Cautionary Note Regarding Forward-Looking Statements" in the final prospectus related to the offering described herein, and the Company's Annual Report on Form 10-K and other reports filed with the Securities and Exchange Commission. Forward-looking statements contained in this announcement are made as of this date, and the Company undertakes no duty to update such information except as required under applicable law.

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

Contacts
Investor Relations: 
John Mullaly
LifeSci Advisors, LLC
Phone: +1 617-429-3548
jmullaly@lifesciadvisors.com

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SOURCE BrainStorm Cell Therapeutics Inc.

FAQ

What is the securities purchase agreement about?

The securities purchase agreement is for the sale of shares of common stock and warrants by BrainStorm Cell Therapeutics.

What is the offering price per share?

The offering price per share is $1.85.

What is the exercise price per share?

The exercise price per share is $2.00.

What are the expected gross proceeds from the offering?

The expected gross proceeds from the offering are approximately $7.5 million.

When is the offering expected to close?

The offering is expected to close on or about July 19, 2023.

Who is the sole placement agent for the offering?

Maxim Group LLC is acting as the sole placement agent for the offering.