Brainstorm Cell Therapeutics (BCLI) Prices 11.11M Share Offering at $0.36/sh

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 (the "Holder") for the purchase and sale of 11,111,111 shares of the Company's common stock (or prefunded warrants in lieu thereof) at a purchase price of $0.36 per share in a registered direct offering.

In a concurrent private placement, the Company has also agreed to issue and sell unregistered warrants to purchase up to an aggregate of 16,666,667 shares of its common stock. The warrants have an exercise price of $0.3912 per share, will be exercisable six months from the date of issuance and will expire five years from the date of issuance. The private placement will be made in reliance on an exemption from registration under Section 4(a)(2) of the Securities Act and/or Regulation D thereunder.

In connection with the offering, the Company will also reduce the exercise price of 4,054,055 common stock warrants previously issued on July 19, 2023 to and currently held by the Holder to $0.3912 per warrant share and will extend those warrant expiration dates into 2029.

The offering is expected to close on or about June 28, 2024, subject to satisfaction of customary closing conditions.

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

The securities in the registered direct offering 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 [email protected] 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.

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