BCLI Brainstorm Cell Therapeutics Inc

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Director Resignation

On June 15, 2023, Malcolm Taub notified the Board of Directors (the “Board”) of Brainstorm Cell Therapeutics Inc. (the “Company”) of his decision to resign from the Company’s Board, and all committees thereof, effective as of the close of business on June 15, 2023. Mr. Taub’s decision to resign was not due to any disagreement with the Company on any matter, or relating to its operations, policies, or practices.

Appointment of New Director

On June 19, 2023, the Board elected Nir Naor to serve as a member of the Board, effective June 20, 2023, filling the vacancy created by Mr. Taub’s resignation. Concurrently with his appointment to the Board, Mr. Naor will join the Board’s Audit Committee (the “Audit Committee”), serving as Chair, and the Board’s Governance, Nominating and Compensation Committee (the “GNC Committee”), serving as a member. Mr. Naor was elected to serve until his successor is duly elected and qualified, or until his earlier death, resignation or removal.

There are no understandings or arrangements between Mr. Naor and any other person pursuant to which he was selected to serve as a director of the Company and there are no reportable transactions under Item 404(a) of Regulation S-K.

Mr. Naor will receive the following compensation under the Company’s Second Amended and Restated Compensation Plan for his service on the Board: (a) an initial grant of 11,999 shares of restricted stock of the Company (“Restricted Stock”), consisting of (i) 6,666 shares of Restricted Stock for serving as a director, (ii) 3,333 shares of Restricted Stock for serving as Chair of the Audit Committee, and (iii) 2,000 shares of Restricted Stock for serving as a member of the GNC Committee; and (b) an annual award immediately following each annual meeting of stockholders of the Company consisting of (i) either a nonqualified stock option to purchase 6,666 shares of the Company’s common stock, par value $0.00005 per share (“Common Stock”) or 6,666 shares of Restricted Stock for serving as a director, (ii) either a nonqualified stock option to purchase 3,333 shares of Common Stock or 3,333 shares of Restricted Stock for serving as Chair of the Audit Committee, and (iii) either a nonqualified stock option to purchase 2,000 shares of Common Stock or 2,000 shares of Restricted Stock for serving as a member of the GNC Committee. Every option and restricted stock award will vest monthly as to 1/12 the number of shares subject to the award over a period of twelve months, provided that Mr. Naor remains a member of the Board on each such vesting date, or, in the case of a committee award, remains a member of the committee on each such vesting date.

On June 20, 2023, the Company issued a press release announcing the election of Mr. Naor to the Company’s Board, a copy of which is filed as Exhibit 99.1 hereto and incorporated herein by reference.