BCLI 8-K
Brainstorm Cell Therapeutics Inc. (BCLI)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
Appointment of Executive Chairman and Chief Strategic Regulatory Officer
On July 24, 2026, the Board of Directors (the “Board”) of Brainstorm Cell Therapeutics Inc. (the “Company”) appointed Peter Pitts, a member of the Board, as Executive Chairman of the Board and Chief Strategic Regulatory Officer.
In connection with his appointment, Mr. Pitts and the Company entered into an offer letter dated July 24, 2026 (the “Offer Letter”), which provides a stock option grant to purchase 900,000 shares of the Company’s common stock (the “Pitts Stock Option”), as evidenced by a Stock Option Grant Notice of the same date, and he will not be eligible to receive any base salary or cash bonus or participate in the director compensation program. The Pitts Stock Option generally vests with respect to one-fourth of the total shares on July 24, 2027, with the remaining shares vesting in equal monthly installments over the next three years.
The information regarding Mr. Pitts previously disclosed in the Company’s Current Report on Form 8-K filed on May 28, 2026, in connection with his appointment as a director, remains accurate. There have been no transactions since that time that would require disclosure under Item 404(a) of Regulation S-K.
The foregoing description of the Offer Letter and Stock Option Grant Notice does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Executive Chairman Resignation and Transition to Consultant
Jacob Frenkel, Ph.D., resigned as Chairman of the Board and as a director on July 24, 2026. In recognition of Dr. Frenkel’s prior service and significant contributions to the Company, the Board approved: (i) the acceleration of the vesting of Dr. Frenkel’s outstanding stock options and restricted stock units; and (ii) an extension of the post-termination exercise period for each of Dr. Frenkel’s outstanding and vested stock options until the earlier of (x) the second anniversary of the effective date of his resignation from the Board or (y) the expiration of the stated maximum term of the applicable stock option.
Dr. Frenkel will transition to an advisory role effective immediately to assist with the transition of chairman duties, pursuant to a Consulting Agreement (the “Frenkel Consulting Agreement”). Dr. Frenkel received an award of restricted stock units covering 100,000 shares of the Company’s common stock (the “Frenkel RSUs”) on July 24, 2026 in accordance with the Frenkel Consulting Agreement and a Restricted Stock Unit Grant Notice of the same date. Half the Frenkel RSUs vest on October 24, 2026 and the remaining half vest on April 24, 2027.
Dr. Frenkel’s resignation was not the result of any disagreement with the Company on any matter relating to operations, policies, or practices.
The foregoing description of the Frenkel Consulting Agreement and RSU Grant Notice does not purport to be complete and is qualified in its entirety by reference to the full text of such documents, which are filed as Exhibits 10.3 and 10.4, respectively, to this Current Report on Form 8-K and incorporated herein by reference.
Departure of Executive Vice President and Chief Medical Officer
On July 26, 2026, Ibrahim B. Dagher, MD, Executive Vice President and Chief Medical Officer of the Company, resigned from his positions with the Company, effective immediately. In connection with his departure, Dr. Dagher will transition to a consulting role effective immediately to assist the Company with the transition of his duties as Chief Medical Officer, pursuant to a Consulting Agreement (the “Dagher Consulting Agreement”). Pursuant to the Dagher Consulting Agreement, while Dr. Dagher provides services thereunder, the Company will treat such services as “continued employment” for the purposes of any outstanding Company equity awards held by Dr. Dagher. The Dagher Consulting Agreement has a term of one year, and at the conclusion of the term, if Dr. Dagher remains in compliance with his obligations thereunder, (i) all outstanding and unvested equity awards held by Dr. Dagher as of immediately prior to that date will vest in full, and (ii) the post-termination exercise period for each of Dr. Dagher’s outstanding and vested stock options will be extended until the earlier of (x) the second anniversary of the conclusion of the Dagher Consulting Agreement, or (y) the expiration of the stated maximum term of the stock option.
The foregoing description of the Dagher Consulting Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of such document, which is filed as Exhibit 10.5, to this Current Report on Form 8-K and incorporated herein by reference.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on July 28, 2026, regarding Mr. Pitts’s appointment as Executive Chairman of the Board and Chief Strategic Regulatory Officer, and Dr. Frenkel’s resignation. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
Such press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
SIGNATURES
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: July 30, 2026 | By: | /s/ Chaim Lebovits |
| Chaim Lebovits | ||
| President and Chief Executive Officer | ||
Exhibit 10.1
July 24, 2026
Peter J. Pitts
Dear Peter:
On behalf of Brainstorm Cell Therapeutics Inc. (the “Company”), I am pleased to provide you with this letter agreement (this “Agreement”) setting forth the terms and conditions of your employment as Executive Chairman and Chief Strategic Regulatory Officer (“Chairman”) of the Company, effective as of July 24, 2026 (the “Effective Date”).
1. Term. The Company will employ you as Chairman, upon the terms and subject to the conditions set forth in this Agreement, beginning on the Effective Date and ending when your employment terminates pursuant to paragraph 9 (the “Term”).
2. Position and Duties. As Chairman, you will report directly to the Chief Executive Officer of the Company (the “CEO”) and perform such duties as the CEO or the Board of Directors of the Company (the “Board”) may reasonably assign, including guiding the Company’s macro regulatory policy, Washington relationships, and FDA strategy. You will devote sufficient business time, energy, and talent to serving as Chairman and will perform your duties faithfully in accordance with the CEO’s and the Board’s lawful directions and the Company’s policies. By signing this Agreement, you represent that you have no legal obligations that would prohibit you from performing your duties. During the Term, you may not engage in any other employment or business activity that would interfere with your duties or fiduciary obligations to the Company; provided that you may continue to serve in your roles (as in effect on the Effective Date) with the Center for Medicine in the Public Interest and the University of Paris School of Medicine.
3. Location. You may perform your duties principally at the Company’s corporate headquarters or, when feasible, remotely from your residence; provided that you may be required to travel as reasonably necessary to perform your duties.
4. Board Service. During the Term, you will continue to serve on the Board as its Chair, subject to re-nomination and re-election by stockholders. Due to your insider status, you will no longer serve on any Board committees or receive any non-employee director compensation (but you shall continue to vest in prior grants of director equity awards for as long as you serve on the Board).
5. Compensation.
a. Cash Compensation. During the Term, unless the Board determines otherwise, you will not receive a base salary or be eligible for any formal bonus program.
b. Stock Option. On or before July 31, 2026, the Board will approve a nonqualified stock option grant for you to purchase 900,000 shares of Company common stock at a price per share equal to the fair market value on the grant date (the “Option”). The Option will have a maximum 10-year term and vest over 48 months, with 25% vesting on the first anniversary of the Effective Date and 1/48th vesting monthly thereafter, subject to your continued employment. Upon a termination by the Company without Cause prior to a Change in Control, you will receive 12 months of accelerated vesting and have 12 months following termination (or the remaining option term, if shorter) to exercise the vested portion. Upon a termination by the Company without Cause or a resignation by you for Good Reason, in either case within one year following a Change in Control, the Option will become fully vested and exercisable for 12 months following termination (or the remaining option term, if shorter). The Option will otherwise be governed by the Company’s 2014 Stock Incentive Plan and standard award agreement. The terms “Cause”, “Change in Control” and “Good Reason” are defined on Exhibit A.
c. Additional Equity Awards. The Board retains discretion to grant additional equity awards based on your performance and Company objectives and intends to review your equity compensation at least annually. The Company acknowledges that your agreement to serve without salary or cash bonus is based on the understanding that equity compensation constitutes the principal economic consideration for your services and is intended to provide meaningful participation in the Company’s long-term growth. The parties intend that your equity compensation remain competitive and appropriately reflect your responsibilities and prevailing market practices. Notwithstanding the foregoing, upon the occurrence of one or more of the following milestones, the Board (or a committee thereof) will promptly review your contributions and determine whether it is appropriate to grant additional equity compensation: acceptance or approval of a Biologics License Application or other significant FDA regulatory milestone; completion of a material financing or capital markets transaction; entry into a material strategic partnership or licensing transaction; significant business development, governmental affairs or public policy accomplishments; a material increase in shareholder value; or such other strategic achievements as the Board determines have materially enhanced the long-term value of the Company.
6. Expenses. The Company will reimburse you for reasonable travel and out-of-pocket expenses properly incurred in performing your duties, in accordance with Company policy for senior executives (and in all cases within 30 calendar days after submission of receipts).
7. Indemnification and Insurance. The Company reaffirms its indemnification obligations under the existing indemnification agreement between you and the Company. You will also be named as an insured on the Company’s director and officer liability insurance policy as maintained from time to time.
8. Waiver of Participation. During the Term, unless the Board determines otherwise, and except as provided in paragraphs 5 and 6 above, you will not be eligible for, and hereby waive participation in, any welfare, fringe benefit, insurance, retirement, or other benefit plans maintained by the Company for its senior executives.
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9. Termination. Your employment is “at-will” and may be terminated by either party at any time, with or without cause or advance notice. Upon termination of your employment for any reason (whether voluntarily or involuntarily), the Company shall pay only accrued but unpaid business expenses and shall have no further obligation to pay any other amounts or severance (but your vested stock options will remain outstanding in accordance with their terms).
10. Miscellaneous. This Agreement supersedes all prior agreements, representations, or understandings regarding your position as Chairman and constitutes the complete agreement between you and the Company on that subject. This Agreement may only be amended by a written agreement signed by you and an authorized officer of the Company. Neither party may assign its obligations hereunder without the other’s prior written consent. Notwithstanding the foregoing, the Company may assign this Agreement in connection with a sale of all or substantially all of its business and/or assets (whether direct or indirect, by purchase, merger, consolidation or otherwise) and will require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume and agree to perform this Agreement in the same manner and to the same extent that the Company would have been required to perform had no such succession occurred. This Agreement binds and benefits each party’s successors and permitted assigns. This Agreement is governed by Delaware law (excluding conflict-of-laws principles), and each party consents to the exclusive jurisdiction of the state and federal courts in Delaware for any disputes arising hereunder. The Company may withhold from amounts payable hereunder any taxes required by law. A signed copy delivered electronically shall have the same effect as an original.
Please confirm your agreement with these terms by signing below and return a copy for our files. If you have any questions, or need additional information, please give me a call.
Sincerely,
BRAINSTORM CELL THERAPEUTICS INC.
| By: Chaim Lebovits | |
| Its: President and Chief Executive Officer |
AGREED TO AND ACCEPTED BY:
| Peter J. Pitts | Date |
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Exhibit A
Definitions
“Cause” means any of the following: (i) your commission of an act of fraud, embezzlement or dishonesty, or the commission of some other illegal act by you, that has a demonstrable adverse impact on the Company or any successor or affiliate thereof; (ii) your conviction of, or plea of “guilty” or “no contest” to, a felony or any crime involving fraud, dishonesty or moral turpitude under the laws of the United States or any state thereof (or international equivalent); (iii) any intentional, unauthorized use or disclosure by you of confidential information or trade secrets of the Company or any successor or affiliate thereof; (iv) your gross negligence, insubordination or material violation of any duty of loyalty to the Company or any successor or affiliate thereof, or any other demonstrable material misconduct on your part in connection with the performance of your duties for the Company; (v) your ongoing and repeated failure or refusal to perform or neglect of your duties as required by this Agreement or your ongoing and repeated failure or refusal to comply with the instructions given to you by the Company, which failure, refusal or neglect continues for 15 days following your receipt of written notice from the Company stating with specificity the nature of such failure, refusal or neglect; or (vi) your material breach of any (x) material policy maintained by the Company or any successor or affiliate thereof, (y) material federal, state or local law relating to your own personal misconduct in the workplace (including sexual or other prohibited harassment), or (y) agreement between you and the Company or any successor or affiliate thereof (including a restrictive covenant agreement).
“Change in Control” means and includes each of the following:
(a) A transaction or series of transactions whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) (other than the Company, any of its subsidiaries, an employee benefit plan maintained by the Company or any of its subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or
(b) During any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (a) or (c)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two (2)-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or
(c) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: (i) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and (ii) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (ii) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.
“Good Reason” will exist if (i) the Company, without your prior written consent, materially diminishes your title, duties or responsibilities, or reporting structure; (ii) you provide written notice to the Company of the existence of any condition described in clause (i) of this paragraph within 30 calendar days after the initial existence of such condition and provide the Company 60 calendar days to remedy such condition (the “Cure Period”); (iii) the Company fails to remedy any such condition within the Cure Period; and (iv) you elect to resign from the Company within 30 calendar days after the expiration of the Cure Period.
* * * * *
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Exhibit 10.2
BRAINSTORM CELL THERAPEUTIC INC.
2014 STOCK INCENTIVE PLAN
STOCK OPTION GRANT NOTICE
Brainstorm Cell Therapeutics Inc., a Delaware corporation, (the “Company”), pursuant to its 2014 Stock Incentive Plan, as may be amended from time to time (the “Plan”), hereby grants to the individual listed below (the “Participant”), an option to purchase the number of shares of the Company’s Common Stock (the “Shares”), set forth below (the “Option”). This Option is subject to all the terms and conditions set forth herein, as well as in the Plan and the Agreement attached hereto as Exhibit A (the “Agreement”), each of which are incorporated herein by reference. Capitalized terms not specifically defined in this Stock Option Grant Notice (the “Grant Notice”) and the Agreement but defined in the Plan will have the same definitions as in the Plan.
| Participant: | Peter Pitts | |
| Grant Date: | July 24, 2026 | |
| Exercise Price per Share: | $1.00 | |
| Total Number of Shares Subject to the Option: | 900,000 | |
| Expiration Date: | July 24, 2036 | |
| Vesting Commencement Date: | July 24, 2026 |
| Type of Option: | ¨ Incentive Stock Option x Nonqualified Stock Option | |
| Vesting Schedule: | 1/4th of the total Shares will vest on the one-year anniversary of the Vesting Commencement Date, and 1/48th of the total shares will vest each month thereafter on the same day of the month as the Vesting Commencement Date, if the Participant shall not have incurred a Termination of Service prior to each such date. |
By his or her signature and the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. The Participant has reviewed the Plan, the Agreement and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the Agreement and this Grant Notice. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Agreement or this Grant Notice.
| BRAINSTORM CELL THERAPEUTICS INC. | PARTICIPANT | ||
| By: | |||
| Name: | Chaim Lebovits | PETER PITTS | |
| Title: | Chief Executive Officer | ||
EXHIBIT A
TO STOCK OPTION GRANT NOTICE
STOCK OPTION AGREEMENT
Pursuant to the Stock Option Grant Notice (the “Grant Notice”) to which this Stock Option Agreement (this “Agreement”) is attached, Brainstorm Cell Therapeutics Inc., a Delaware corporation (the “Company”), has granted to the Participant an Option under the Company’s 2014 Stock Incentive Plan, as may be amended from time to time (the “Plan”), to purchase the number of Shares indicated in the Grant Notice.
Article
I.
GENERAL
1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice. The following words and phrases have the meanings specified below.
(a) “Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee. With reference to the Board’s or a Committee’s powers or authority under the Plan that have been delegated to one or more officers pursuant to Section 3(c) of the Plan, the term “Administrator” shall refer to such officer(s) unless and until such delegation has been revoked.
(b) “Applicable Law” means any applicable law, including without limitation: (a) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (b) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (c) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.
(c) “Consultant” means any person, including any adviser, engaged by the Company or a Subsidiary to render services to such entity if the consultant or adviser: (i) renders bona fide services to the Company or a Subsidiary; (ii) renders services not in connection with the offer or sale of securities in a capital-raising transaction and does not directly or indirectly promote or maintain a market for the Company’s securities; and (iii) is a natural person.
(d) “DRO” means a “domestic relations order” as defined by the Code or Title I of the Employee Retirement Income Security Act of 1974, as amended, or the rules thereunder.
(e) “Employee” means any employee of the Company or any of its Subsidiaries.
(f) “Tax-Related Items” means any U.S. and non-U.S. federal, state and/or local taxes (including, without limitation, income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been transferred to a Participant) for which a Participant is liable in connection with Awards and/or Shares.
(g) “Termination of Service” means:
(i) As to a Consultant, the time when the engagement of a Participant as a Consultant to the Company or a Subsidiary is terminated for any reason, with or without cause, including, without limitation, by resignation, discharge, death or retirement, but excluding terminations where the Consultant simultaneously commences or remains in employment or service with the Company or any Subsidiary.
(ii) As to a Non-Employee Director, the time when a Participant who is a Non-Employee Director ceases to be a Director for any reason, including, without limitation, a termination by resignation, failure to be elected, death or retirement, but excluding terminations where the Participant simultaneously commences or remains in employment or service with the Company or any Subsidiary.
(iii) As to an Employee, the time when the employee-employer relationship between a Participant and the Company or any Subsidiary is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding terminations where the Participant simultaneously commences or remains in employment or service with the Company or any Subsidiary.
The Company, in its sole discretion, shall determine the effect of all matters and questions relating to any Termination of Service, including, without limitation, whether a Termination of Service has occurred, whether a Termination of Service resulted from a discharge for Cause and all questions of whether particular leaves of absence constitute a Termination of Service. For purposes of the Plan, a Participant’s employee-employer relationship or consultancy relationship shall be deemed to be terminated in the event that the Subsidiary employing or contracting with such Participant ceases to remain a Subsidiary following any merger, sale of stock or other corporate transaction or event (including, without limitation, a spin-off), even though the Participant may subsequently continue to perform services for that entity.
(h) “Subsidiary” means any entity (other than the Company), whether U.S. or non-U.S., in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
1.2 Incorporation of Terms of Plan. The Option is subject to the terms and conditions of the Plan which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.
Article
II.
GRANT OF OPTION
2.1 Grant of Option. In consideration of the Participant’s past and/or continued employment with or service to the Company or any Subsidiary and for other good and valuable consideration, effective as of the Grant Date set forth in the Grant Notice (the “Grant Date”), the Company irrevocably grants to the Participant the Option to purchase any part or all of an aggregate of the number of Shares set forth in the Grant Notice, upon the terms and conditions set forth in the Plan and this Agreement, subject to adjustments as provided in Section 7 of the Plan. The Option shall be a Nonqualified Stock Option.
2.2 Exercise Price. The exercise price of the Shares subject to the Option shall be as set forth in the Grant Notice, without commission or other charge; provided, however, that the exercise price per share of the Shares subject to the Option shall not be less than 100% of the Fair Market Value of a Share on the Grant Date.
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Article
III.
PERIOD OF EXERCISABILITY
3.1 Commencement of Exercisability.
(a) Subject to Sections 3.2, 3.3, 5.12, 5.16 and 5.17 hereof, the Option shall become vested and exercisable in such amounts and at such times as are set forth in the Grant Notice.
(b) No portion of the Option which has not become vested and exercisable at the date of the Participant’s Termination of Service shall thereafter become vested and exercisable, except as may be otherwise provided by the Administrator or as set forth in a written agreement between the Company and the Participant. For the avoidance of doubt, employment or service during only a portion of the vesting period shall not entitle the Participant to vest in a pro-rata portion of the Option.
(c) Notwithstanding Section 3.1(a) hereof and the Grant Notice, but subject to Section 3.1(b) hereof, in the event of a Reorganization Event the Option shall be treated pursuant to Section 7(b) of the Plan.
3.2 Duration of Exercisability. The installments provided for in the vesting schedule set forth in the Grant Notice are cumulative. Each such installment which becomes vested and exercisable pursuant to the vesting schedule set forth in the Grant Notice shall remain vested and exercisable until it becomes unexercisable under Section 3.3 hereof.
3.3 Expiration of Option. Subject to Section 5.16 below, the Option may not be exercised to any extent by anyone after the first to occur of the following events:
(a) The Expiration Date set forth in the Grant Notice, which shall in no event be more than ten years from the Grant Date;
(b) The expiration of three months from the date of the Participant’s Termination of Service, unless such termination occurs by reason of the Participant’s death or Disability or Cause (as defined in the Participant’s employment letter);
(c) The expiration of one year from the date of the Participant’s Termination of Service by reason of the Participant’s death or Disability; or
(d) The Participant’s Termination of Service (as defined below) for Cause (or, following a Termination of Service other than for Cause, upon the Administrator’s subsequent determination that the Participant committed any act or omission during his or her employment or service with the Company or a Subsidiary that constituted Cause).
The Participant agrees that the Company and its officers, employees, attorneys and agents do not have any obligation to notify him or her prior to the expiration of this Option pursuant to this Section 3.3. The Participant further agrees that he or she has the sole responsibility for monitoring the expiration of this Option and for exercising this Option, if at all, before it expires.
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3.4 Tax Withholding.
(a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or other affiliate of the Company for which the Participant renders services (the “Service Recipient”) the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount (if any) actually withheld by the Company or the Service Recipient. The Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of this Option, including, but not limited to, the grant, vesting or exercise of this Option, the subsequent sale of Shares acquired pursuant to such exercise and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of this Option to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result.
(b) The Option cannot be exercised until the Participant has made such arrangements as the Company may require for the satisfaction of any Tax-Related Items that may arise in connection with the exercise of the Option or the acquisition of the Shares by the Participant. The Company shall not be required to issue, allot or transfer Shares until the Participant has satisfied this obligation. At the time the Participant exercises the Option, in whole or in part, or at the time any other withholding event for Tax-Related Items occurs with respect to the Option, the Participant hereby authorizes the Company and/or Service Recipient, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by one or a combination of the following methods: (i) withholding from the Participant’s salary, wages, or any other amounts payable to the Participant, in accordance with Applicable Law; (ii) withholding Shares otherwise issuable to the Participant upon the exercise of the Option, provided that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such Share withholding procedure will be subject to the express prior approval of the Board or the Committee; (iii) instructing a broker on the Participant’s behalf to sell Shares otherwise issuable to the Participant upon exercise of the Option and to submit the proceeds of such sale to the Company; or (iv) any other method determined by the Company to be in compliance with Applicable Law. The Participant agrees to pay the Company or the Service Recipient any amounts of Tax-Related Items that cannot be satisfied by the means described above in this Section 3.4(b).
(c) The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash and (with no entitlement to the equivalent in Shares) or if not refunded, the Participant may seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares subject to the exercised Option, notwithstanding that a number of the Shares is held back solely for the purpose of satisfying the withholding obligations for Tax-Related Items.
Article
IV.
EXERCISE OF OPTION
4.1 Person Eligible to Exercise. Except as provided in Section 5.4 hereof, during the lifetime of the Participant, only the Participant may exercise the Option or any portion thereof, unless it has been disposed of pursuant to a DRO. After the death of the Participant, any exercisable portion of the Option may, prior to the time when the Option becomes unexercisable under Section 3.3 hereof, be exercised by the deceased Participant’s personal representative or by any person empowered to do so under the deceased Participant’s will or under the then applicable laws of descent and distribution.
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4.2 Partial Exercise. Any exercisable portion of the Option or the entire Option, if then wholly exercisable, may be exercised in whole or in part at any time prior to the time when the Option or portion thereof becomes unexercisable under Section 3.3 hereof. However, the Option shall not be exercisable with respect to fractional Shares.
4.3 Manner of Exercise. The Option, or any exercisable portion thereof, may be exercised solely by delivery to the Secretary of the Company (or any third-party administrator or other person or entity designated by the Company; for the avoidance of doubt, delivery shall include electronic delivery), during regular business hours, of all of the following prior to the time when the Option or such portion thereof becomes unexercisable under Section 3.3 hereof:
(a) An exercise notice in a form specified by the Administrator, stating that the Option or portion thereof is thereby exercised, such notice complying with all applicable rules established by the Administrator. The notice shall be signed by the Participant or other person then entitled to exercise the Option or such portion of the Option;
(b) The receipt by the Company of full payment for the Shares with respect to which the Option or portion thereof is exercised, including payment of any applicable Tax Related Items, which shall be made by deduction from other compensation payable to the Participant or in such other form of consideration permitted under Section 4.4 hereof that is acceptable to the Company;
(c) Any other written representations or documents as may be required in the Administrator’s sole discretion to evidence compliance with the Securities Act, the Exchange Act or any other applicable law, rule or regulation; and
(d) In the event the Option or portion thereof shall be exercised pursuant to Section 4.1 hereof by any person or persons other than the Participant, appropriate proof of the right of such person or persons to exercise the Option.
Notwithstanding any of the foregoing, the Company shall have the right to specify all conditions of the manner of exercise, which conditions may vary by country, and which may be subject to change from time to time.
4.4 Method of Payment. Payment of the exercise price shall be by any of the following, or a combination thereof, at the election of the Participant:
(a) Cash or check;
(b) With the consent of the Administrator, surrender of Shares (including, without limitation, Shares otherwise issuable upon exercise of the Option) held for such period of time as may be required by the Administrator in order to avoid adverse accounting consequences and having a Fair Market Value on the date of delivery equal to the aggregate exercise price of the Option or exercised portion thereof; or
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(c) Through the delivery of a notice that the Participant has placed a market sell order with a broker with respect to Shares then issuable upon exercise of the Option, and that the broker has been directed to pay a sufficient portion of the net proceeds of the sale to the Company in satisfaction of the Option exercise price; provided that payment of such proceeds is then made to the Company at such time as may be required by the Company, but in any event not later than the settlement of such sale.
4.5 Conditions to Issuance of Shares. The Shares deliverable upon the exercise of the Option, or any portion thereof, may be either previously authorized but unissued Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable. The Company shall not be required to issue or deliver any Shares purchased upon the exercise of the Option or portion thereof prior to fulfillment of all of the conditions in Section 8(g) of the Plan and following conditions:
(a) The admission of such Shares to listing on all stock exchanges on which such Shares are then listed;
(b) The completion of any registration or other qualification of such Shares under any state or federal law or under rulings or regulations of the Securities and Exchange Commission or of any other governmental regulatory body, which the Administrator shall, in its absolute discretion, deem necessary or advisable;
(c) The obtaining of any approval or other clearance from any state or federal governmental agency which the Administrator shall, in its absolute discretion, determine to be necessary or advisable;
(d) The receipt by the Company of full payment for such Shares, including payment of any applicable Tax Related Items, which may be in one or more of the forms of consideration permitted under Section 4.4 hereof; and
(e) The lapse of such reasonable period of time following the exercise of the Option as the Administrator may from time to time establish for reasons of administrative convenience.
4.6 Participant’s Representations. If the Shares issuable hereunder have not been registered under the Securities Act or any applicable state laws on an effective registration statement at the time of exercise, the Participant shall, if required by the Company, concurrently with such exercise, make such written representations as are deemed necessary or appropriate by the Company or its counsel.
4.7 Rights as Stockholder. The holder of the Option shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of any Shares purchasable upon the exercise of any part of the Option unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment will be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 7 of the Plan.
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Article
V.
OTHER PROVISIONS
5.1 Nature of Grant. By accepting the Option, the Participant acknowledges, understands, and agrees that: (a) the Plan is established voluntarily by the Company, it is wholly discretionary in nature; (b) the grant of this Option is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of options, or benefits in lieu of options, even if options have been granted in the past; (c) all decisions with respect to future option or other grants, if any, will be at the sole discretion of the Company; (d) the Participant is voluntarily participating in the Plan; (e) this Option and any Shares acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation for any purposes, including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments; (f) the future value of the Shares underlying this Option is unknown, indeterminable, and cannot be predicted with certainty; (g) neither the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Participant’s Options or of any amounts due to or from the Participant pursuant to the exercise of the Participant’s Option or the subsequent sale of any Shares received; and (h) no claim or entitlement to compensation or damages shall arise from forfeiture of this Option resulting from the Participant’s Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of Applicable Law in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment or other service agreement, if any).
5.2 Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Committee or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the Option.
5.3 Whole Shares. The Option may only be exercised for whole Shares.
5.4 Transferability. The Option shall be subject to the restrictions on transferability set forth in Section 8(a) of the Plan.
5.5 Tax Consultation. The Participant understands that the Participant may suffer adverse tax consequences as a result of the grant, vesting or exercise of the Option, or with the purchase or disposition of the Shares subject to the Option. The Participant represents that the Participant has consulted with any tax consultants the Participant deems advisable in connection with the purchase or disposition of such Shares and that the Participant is not relying on the Company for any tax advice.
5.6 Binding Agreement. Subject to the limitation on the transferability of the Option contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
5.7 Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the Option in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Section 7 of the Plan (including, without limitation, an extraordinary cash dividend on such Shares), the Administrator shall make such adjustments the Administrator deems appropriate in the number of Shares subject to the Option, the exercise price of the Option and the kind of securities that may be issued upon exercise of the Option. The Participant acknowledges that the Option is subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 7 of the Plan.
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5.8 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Participant shall be addressed to the Participant at the Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 5.8, either party may hereafter designate a different address for notices to be given to that party. Any notice which is required to be given to the Participant shall, if the Participant is then deceased, be given to the person entitled to exercise his or her Option pursuant to Section 4.1 hereof by written notice under this Section 5.8. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service (or similar non-U.S. entity).
5.9 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
5.10 Governing Law; Venue. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. Each party hereto agrees that it must bring any action between the parties hereto arising out of or related to this Agreement in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (the “Chosen Courts”), and, solely with respect to any such action (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (d) agrees that service of any process, summons, notice or document pursuant to Section 5.8 above shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence.
5.11 Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any and all Applicable Law and regulations and rules promulgated by the Securities and Exchange Commission thereunder, and state securities laws and regulations. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the Option is granted and may be exercised, only in such a manner as to conform to such Applicable Law. To the extent permitted by applicable law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such Applicable Law.
5.12 Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the Option in any material way without the prior written consent of the Participant.
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5.13 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 5.4 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.
5.14 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, the Plan, the Option and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by applicable law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
5.15 Not a Contract of Service Relationship. Nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an Employee or other service provider of the Company or any of its Subsidiaries or shall interfere with or restrict in any way the rights of the Company and its Subsidiaries, which rights are hereby expressly reserved, to discharge or terminate the services of the Participant at any time for any reason whatsoever, with or without cause, except to the extent expressly provided otherwise by Applicable Law or in a written agreement between the Company or a Subsidiary and the Participant.
5.16 Entire Agreement. The Plan, the Grant Notice and this Agreement constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, provided that the Option shall be subject to any accelerated vesting or extended post-termination exercise provisions in any written agreement between the Participant and the Company (or any Subsidiary who is the employer of the Participant) or a Company plan pursuant to which the Participant participates, in each case, in accordance with the terms therein (including, without limitation, the letter agreement between the Company and the Participant dated as of July 24, 2026).
5.17 Section 409A. This Option is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A. However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that the Option (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate either for the Option to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.
5.18 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Company with respect to amounts credited and benefits payable, if any, with respect to the Option, and rights no greater than the right to receive the Shares as a general unsecured creditor with respect to options, as and when exercised pursuant to the terms hereof.
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5.19 Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the company or a third party designated by the Company.
* * * * *
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Exhibit 10.3
CONSULTING AGREEMENT
This Consulting Agreement (this “Agreement”) is made as of July 24, 2026 (the “Effective Date”), by and between Dr. Jacob Frenkel, PhD, MA (“Consultant”) and Brainstorm Cell Therapeutics Inc. (the “Company”). Consultant and the Company are each a “Party” and together the “Parties.”
1. Consulting Terms.
(a) Consulting Period. The Company engages Consultant, and Consultant agrees, to perform services upon the terms set forth in this Agreement, beginning on the Effective Date and ending on the date that is 9 months after the Effective Date (the “End Date”), unless terminated earlier pursuant to this Agreement (the “Consulting Period”).
(b) Consulting Services. During the Consulting Period, Consultant will, at the Company’s request, provide consulting services to the President and Chief Executive Officer (the “CEO”) relating to the transition of his duties as Chairman (the “Consulting Services”). Consultant will make himself available at reasonable times during normal business hours and on reasonable notice and will dedicate such time as reasonably necessary to perform the Consulting Services.
(c) Other Matters. During the Consulting Period, Consultant will make himself available to travel in connection with his services if reasonably requested by the Company with appropriate advance notice. Travel expenses will be reimbursed pursuant to Section 4 below.
2. Non-Exclusive Relationship. Consultant will provide the Consulting Services on a non-exclusive basis. During the Consulting Period Consultant may engage in any activity not inconsistent with this Agreement, so long as such activities do not materially interfere with Consultant’s responsibilities under Section 1 above.
3. Compensation.
(a) Consulting Fee. On or around the Effective Date, the Company will grant to Consultant an award of restricted stock units covering 100,000 shares of the Company’s common stock (the “RSUs”). The RSUs will vest as to 50% of the shares on the date that is 3 months after the Effective Date, and the remaining 50% of the shares on the date that is 9 months after the Effective Date, in each case subject to Consultant’s continuing service under this Agreement. Any unvested RSUs will vest in full upon a Change in Control of the Company (as defined in the award agreement) or Consultant’s death. The RSUs will otherwise be governed by the Company’s 2014 Global Share Option Plan and the standard award agreement approved for use thereunder. Consultant will not be entitled to any other fees, including cash fees, for the Consulting Services.
(b) Taxes. Consultant is responsible for paying all federal, state, and local income taxes with respect to amounts paid under this Agreement. The Company will not withhold any taxes or other payments on Consultant’s behalf. Consultant may be liable for self-employment (social security) tax. Consultant will comply with all applicable laws, regulations, and orders concerning taxes, unemployment insurance, social security, worker’s compensation, disability, and similar matters. Consultant agrees to hold the Company harmless for any tax liabilities incurred as a result of the RSUs or any reimbursements under this Agreement and to reimburse the Company for any taxes or penalties levied against it with regard to this Agreement.
(c) No Benefits. The Company will not provide Consultant, or any principal, employee, or contractor of Consultant, with any benefits, including severance, pension, retirement, health, welfare, or insurance benefits of any kind, including workers’ compensation insurance.
4. Reimbursable Costs. The Company will reimburse Consultant for actual and reasonable expenses (including travel) incurred in performing the Consulting Services that are approved by the CEO.
5. Independent Contractor Status. Consultant will at all times act solely as an independent contractor and not as an employee of the Company or its affiliates. Consultant will have authority to direct and control his performance of activities hereunder. This Agreement does not impose any obligation on the Company to offer ongoing work or employment to Consultant. Nothing in this Agreement will be construed to create a partnership or joint venture between the Company and Consultant or to authorize either Party to act as agent of the other.
6. Other Obligations of Consultant. During the Consulting Period, Consultant will: (a) comply with all applicable laws and regulations required to render the Consulting Services; (b) observe the Company’s anti-harassment, workplace violence, drug-free workplace, and safety policies while on Company premises or performing the Consulting Services; and (c) upon termination of the Consulting Period, promptly return all Company property in Consultant’s possession or control (which obligation survives any termination of this Agreement or the Consulting Services).
7. Termination. This Agreement will automatically terminate, without further action or notice, on the earlier of Consultant’s death or the End Date. Prior to the End Date, either Party may terminate this Agreement for any reason by providing 15 calendar days’ written notice to the other Party pursuant to Section 8(e) below. Upon termination, Consultant will be eligible to receive any accrued but unpaid expense reimbursements and will have no further rights to consulting fees or other compensation; provided that if the Company terminates this Agreement prior to the End Date other than due to Consultant’s material breach of the Agreement or his death, any unvested RSUs will continue to vest, subject to Consultant’s continuing compliance with Section 6(c) above.
8. Miscellaneous.
(a) Entire Agreement, Amendment and Waiver. This Agreement, along with the documents referenced herein, represents the final and entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and negotiations. This Agreement may be amended or waived only with the prior written consent of the Company and Consultant. No course of conduct or delay in enforcing this Agreement will affect its validity or enforceability.
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(b) Successors. This Agreement is personal to Consultant and may not be assigned by Consultant without the Company’s prior written consent, other than by will or the laws of descent and distribution. The Company may assign this Agreement to an affiliate or to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise). This Agreement will inure to the benefit of and bind the Company, its affiliates, and their respective successors and assigns.
(c) Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.
(d) Counterparts. This Agreement may be executed in counterparts, each of which will be an original, but all of which together will constitute one instrument. A signed copy delivered by electronic mail or other electronic transmission will be deemed to have the same legal effect as an original signed copy.
(e) Notices. Any notice under this Agreement will be in writing and sent by electronic mail. Notices to Consultant will be sent to Dr. Jacob Frenkel, PhD, MA at (or any personal e-mail address provided to the Company). Notices to the Company will be sent to Chaim Lebovits at . Notice will be deemed given when electronic evidence of transmission is received.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first set forth above.
| BRAINSTORM CELL THERAPEUTICS INC. | |
| By: Chaim Lebovits | |
| Its: President and Chief Executive Officer | |
| CONSULTANT | |
| Dr. Jacob Frenkel, PhD, MA |
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Exhibit 10.4
BRAINSTORM CELL THERAPEUTICS INC. 2014 GLOBAL
SHARE OPTION PLAN
RESTRICTED STOCK UNIT GRANT NOTICE
Brainstorm Cell Therapeutics Inc., a Delaware corporation, (the “Company”), pursuant to its 2014 Global Share Option Plan, as may be amended from time to time (the “Plan”), hereby grants to the individual listed below (the “Participant”), an award of restricted stock units (“Restricted Stock Units” or “RSUs”). Each vested Restricted Stock Unit represents the right to receive, in accordance with the Plan and the Restricted Stock Unit Agreement attached hereto as Exhibit A (the “Agreement”), one share of Common Stock (“Share”). This award of Restricted Stock Units is subject to all the terms and conditions set forth herein, as well as in the Plan and the Agreement, each of which are incorporated herein by reference. Capitalized terms not specifically defined in this Restricted Stock Unit Grant Notice (the “Grant Notice”) and the Agreement but defined in the Plan will have the same definitions as in the Plan.
| Participant: | Jacob Frenkel, Ph.D | |
| Grant Date: | July 24, 2026 | |
| Total Number of RSUs: | 100,000 | |
| Vesting Schedule: | 50% on October 24, 2026 and 50% on April 24, 2027, if the Participant shall not have incurred a Termination of Service prior to each such date. |
By his or her signature and the Company’s signature below, the Participant agrees to be bound by the terms and conditions of the Plan, the Agreement and this Grant Notice. The Participant has reviewed the Plan, the Agreement and this Grant Notice in their entirety, has had an opportunity to obtain the advice of counsel prior to executing this Grant Notice and fully understands all provisions of the Plan, the Agreement and this Grant Notice. The Participant hereby agrees to accept as binding, conclusive and final all decisions or interpretations of the Administrator upon any questions arising under the Plan, the Agreement or this Grant Notice.
| BRAINSTORM CELL THERAPEUTICS INC. | PARTICIPANT | ||
| By: | |||
| Name: | Chaim Lebovits | Jacob Frenkel, Ph.D | |
| Title: | Chief Executive Officer | ||
EXHIBIT A
TO RESTRICTED STOCK UNIT GRANT NOTICE
RESTRICTED STOCK UNIT AGREEMENT
Pursuant to the Restricted Stock Unit Grant Notice (the “Grant Notice”) to which this Restricted Stock Unit Agreement (this “Agreement”) is attached, Brainstorm Cell Therapeutics Inc., a Delaware corporation (the “Company”), has granted to the Participant the number of restricted stock units (“Restricted Stock Units” or “RSUs”) set forth in the Grant Notice under the Company’s 2014 Global Share Option Plan, as amended from time to time (the “Plan”). Each Restricted Stock Unit represents the right to receive one share of Common Stock (a “Share”) upon vesting.
Article
I.
GENERAL
1.1 Defined Terms. Capitalized terms not specifically defined herein shall have the meanings specified in the Plan and the Grant Notice. For purposes of this Agreement, the following terms shall have the meanings set forth below:
(a) “Administrator” means the Board or a Committee to the extent that the Board’s powers or authority under the Plan have been delegated to such Committee. With reference to the Board’s or a Committee’s powers or authority under the Plan that have been delegated to one or more officers, the term “Administrator” shall refer to such officer(s) unless and until such delegation has been revoked.
(b) “Applicable Law” means any applicable law, including without limitation: (i) provisions of the Code, the Securities Act, the Exchange Act and any rules or regulations thereunder; (ii) corporate, securities, tax or other laws, statutes, rules, requirements or regulations, whether federal, state, local or foreign; and (iii) rules of any securities exchange or automated quotation system on which the Shares are listed, quoted or traded.
(c) “Change in Control” means and includes each of the following:
(i) A transaction or series of transactions whereby any “person” or related “group” of “persons” (as such terms are used in Sections 13(d) and 14(d)(2) of the Exchange Act) (other than the Company, any of its Subsidiaries, an employee benefit plan maintained by the Company or any of its Subsidiaries or a “person” that, prior to such transaction, directly or indirectly controls, is controlled by, or is under common control with, the Company) directly or indirectly acquires beneficial ownership (within the meaning of Rule 13d-3 under the Exchange Act) of securities of the Company possessing more than 50% of the total combined voting power of the Company’s securities outstanding immediately after such acquisition; or
(ii) During any period of two (2) consecutive years, individuals who, at the beginning of such period, constitute the Board together with any new director(s) (other than a director designated by a person who shall have entered into an agreement with the Company to effect a transaction described in subsections (i) or (iii)) whose election by the Board or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds of the directors then still in office who either were directors at the beginning of the two (2)-year period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof; or
(iii) The consummation by the Company (whether directly involving the Company or indirectly involving the Company through one or more intermediaries) of (x) a merger, consolidation, reorganization, or business combination or (y) a sale or other disposition of all or substantially all of the Company’s assets in any single transaction or series of related transactions or (z) the acquisition of assets or stock of another entity, in each case other than a transaction: (a) which results in the Company’s voting securities outstanding immediately before the transaction continuing to represent (either by remaining outstanding or by being converted into voting securities of the Company or the person that, as a result of the transaction, controls, directly or indirectly, the Company or owns, directly or indirectly, all or substantially all of the Company’s assets or otherwise succeeds to the business of the Company (the Company or such person, the “Successor Entity”)) directly or indirectly, at least a majority of the combined voting power of the Successor Entity’s outstanding voting securities immediately after the transaction, and (b) after which no person or group beneficially owns voting securities representing 50% or more of the combined voting power of the Successor Entity; provided, however, that no person or group shall be treated for purposes of this clause (b) as beneficially owning 50% or more of the combined voting power of the Successor Entity solely as a result of the voting power held in the Company prior to the consummation of the transaction.
(d) “Code” means the U.S. Internal Revenue Code of 1986, as amended, and all regulations, guidance, compliance programs and other interpretative authority issued thereunder.
(e) “Common Stock” means the common stock of the Company.
(f) “Exchange Act” means the U.S. Securities Exchange Act of 1934, as amended, and all regulations, guidance and other interpretative authority issued thereunder.
(g) “Section 409A” means Section 409A of the Code and the regulations promulgated thereunder by the United States Treasury Department, as amended or as may be amended from time to time.
(h) “Securities Act” means the Securities Act of 1933, as amended, and all regulations, guidance and other interpretative authority issued thereunder.
(i) “Service Provider” means an Employee, a director, consultant or adviser of the Company or any affiliate.
(j) “Subsidiary” means any entity (other than the Company), whether U.S. or non-U.S., in an unbroken chain of entities beginning with the Company if each of the entities other than the last entity in the unbroken chain beneficially owns, at the time of the determination, securities or interests representing at least 50% of the total combined voting power of all classes of securities or interests in one of the other entities in such chain.
(k) “Tax-Related Items” means any U.S. and non-U.S. federal, state and/or local taxes (including, without limitation, income tax, social insurance contributions, fringe benefit tax, employment tax, stamp tax and any employer tax liability which has been transferred to a Participant) for which a Participant is liable in connection with Awards and/or Shares.
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(l) “Termination of Service” means: (i) as to a consultant, the time when the engagement of a Participant as a consultant to the Company or a Subsidiary is terminated for any reason, with or without cause; (ii) as to a non-employee director, the time when a Participant who is a non-employee director ceases to be a director for any reason; and (iii) as to an Employee, the time when the employee-employer relationship between a Participant and the Company or any Subsidiary is terminated for any reason, including, without limitation, a termination by resignation, discharge, death, disability or retirement; but excluding, in each case, terminations where the Participant simultaneously commences or remains in employment or service with the Company or any Subsidiary.
1.2 Incorporation of Terms of Plan. The RSUs are subject to the terms and conditions of the Plan, which are incorporated herein by reference. In the event of any inconsistency between the Plan and this Agreement, the terms of the Plan shall control.
Article
II.
GRANT OF RESTRICTED STOCK UNITS
2.1 Grant of RSUs. Pursuant to the Grant Notice and upon the terms and conditions set forth in the Plan and this Agreement, effective as of the Grant Date set forth in the Grant Notice, the Company hereby grants to the Participant an award of RSUs under the Plan in consideration of the Participant’s past or continued employment with or service to the Company or any Subsidiaries and for other good and valuable consideration.
2.2 Unsecured Obligation to RSUs. Unless and until the RSUs have vested in the manner set forth in Article II hereof, the Participant will have no right to receive Common Stock under any such RSUs. Prior to actual payment of any vested RSUs, such RSUs will represent an unsecured obligation of the Company, payable (if at all) only from the general assets of the Company.
2.3 Vesting Schedule. Subject to Section 2.4 and 3.15 hereof, the RSUs shall vest and become nonforfeitable with respect to the applicable portion thereof according to the vesting schedule set forth in the Grant Notice (rounding down to the nearest whole Share). For the avoidance of doubt, employment or service during only a portion of the vesting period shall not entitle the Participant to vest in a pro-rata portion of the RSUs. Subject to Section 2.4 below, in the event of a Transaction the RSUs shall be treated pursuant to Section 7.
2.4 Forfeiture, Termination and Cancellation upon Termination of Service. Notwithstanding any contrary provision of this Agreement or the Plan, and subject to Section 3.15 below, upon the Participant’s Termination of Service for any or no reason, all Restricted Stock Units which have not vested prior to or in connection with such Termination of Service shall thereupon automatically be forfeited, terminated and cancelled as of the applicable termination date without payment of any consideration by the Company, and the Participant, or the Participant’s beneficiary or personal representative, as the case may be, shall have no further rights hereunder, except as may otherwise be provided by the Administrator or as set forth in a written agreement between the Company and the Participant.
2.5 Issuance of Common Stock upon Vesting.
(a) As soon as administratively practicable following the vesting of any Restricted Stock Units pursuant to Section 2.3 hereof, but in no event later than 60 days after such vesting date (for the avoidance of doubt, if the Participant is subject to taxation in the United States, this deadline is intended to comply with the “short term deferral” exemption from Section 409A of the Code), the Company shall deliver to the Participant (or any transferee permitted under Section 3.3 hereof) a number of Shares equal to the number of RSUs subject to this Award that vest on the applicable vesting date.
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(b) As set forth in the Plan and Section 2.8 below, the Company shall have the authority and the right to deduct or withhold, or to require the Participant to remit to the Company, an amount sufficient to satisfy all applicable Tax-Related Items required by law to be withheld with respect to any taxable event arising in connection with the Restricted Stock Units.
2.6 Conditions to Delivery of Shares. The Shares deliverable hereunder may be either previously authorized but unissued Shares, treasury Shares or issued Shares which have then been reacquired by the Company. Such Shares shall be fully paid and nonassessable.
2.7 Rights as Stockholder. The holder of the RSUs shall not be, nor have any of the rights or privileges of, a stockholder of the Company, including, without limitation, voting rights and rights to dividends, in respect of the RSUs and any Shares underlying the RSUs and deliverable hereunder unless and until such Shares shall have been issued by the Company and held of record by such holder (as evidenced by the appropriate entry on the books of the Company or of a duly authorized transfer agent of the Company). No adjustment shall be made for a dividend or other right for which the record date is prior to the date the Shares are issued, except as provided in Section 7 or 11 of the Plan.
2.8 Tax Withholding
(a) The Participant acknowledges that, regardless of any action taken by the Company or, if different, the Subsidiary or other affiliate of the Company for which the Participant renders services (the “Service Recipient”) the ultimate liability for all Tax-Related Items is and remains the Participant’s responsibility and may exceed the amount (if any) actually withheld by the Company or the Service Recipient. The Participant further acknowledges that the Company and/or the Service Recipient (i) make no representations or undertakings regarding the treatment of any Tax-Related Items in connection with any aspect of the RSUs including, but not limited to, the grant or vesting of the RSUs, the subsequent sale of Shares acquired pursuant to settlement of the RSUs and the receipt of any dividends; and (ii) do not commit to and are under no obligation to structure the terms of the grant or any aspect of the RSUs to reduce or eliminate the Participant’s liability for Tax-Related Items or achieve any particular tax result.
(b) The Company shall not be obligated to deliver any Shares to the Participant or the Participant’s legal representative unless and until the Participant or the Participant’s legal representative shall have paid or otherwise satisfied in full the amount of all Tax-Related Items applicable to the taxable income of the Participant resulting from the grant or vesting of the Restricted Stock Units or the issuance of Shares. At the time of settlement of the RSUs, in whole or in part, or at the time any other withholding event for Tax-Related Items occurs with respect to the RSUs, the Participant hereby authorizes the Company and/or Service Recipient, or their respective agents, at their discretion, to satisfy any applicable withholding obligations for Tax-Related Items by one or a combination of the following methods: (i) withholding from the Participant’s salary, wages, or any other amounts payable to the Participant, in accordance with Applicable Law; (ii) withholding Shares otherwise issuable to the Participant upon the settlement of the RSUs, provided that to the extent necessary to qualify for an exemption from application of Section 16(b) of the Exchange Act, if applicable, such Share withholding procedure will be subject to the express prior approval of the Board or the Committee; (iii) instructing a broker on the Participant’s behalf to sell Shares otherwise issuable to the Participant upon settlement of the RSUs and to submit the proceeds of such sale to the Company; or (iv) any other method determined by the Company to be in compliance with Applicable Law. The Participant agrees to pay the Company or the Service Recipient any amounts of Tax-Related Items that cannot be satisfied by the means described above in Section 2.8(b).
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(c) The Company may withhold or account for Tax-Related Items by considering statutory withholding amounts or other applicable withholding rates, including maximum rates applicable in the Participant’s jurisdiction(s). In the event of over-withholding, the Participant may receive a refund of any over-withheld amount in cash and (with no entitlement to the equivalent in Shares) or if not refunded, the Participant may seek a refund from the local tax authorities. In the event of under-withholding, the Participant may be required to pay any additional Tax-Related Items directly to the applicable tax authority or to the Company and/or the Service Recipient. If the obligation for Tax-Related Items is satisfied by withholding in Shares, for tax purposes, the Participant is deemed to have been issued the full number of Shares paid upon settlement of the RSUs, notwithstanding that a number of the Shares is held back solely for the purpose of satisfying the withholding obligations for Tax-Related Items.
Article
III.
OTHER PROVISIONS
3.1 Nature of Grant. By accepting the RSUs, the Participant acknowledges, understands, and agrees that: (a) the Plan is established voluntarily by the Company, it is wholly discretionary in nature; (b) the grant of the RSUs is exceptional, voluntary and occasional and does not create any contractual or other right to receive future grants of equity awards, or benefits in lieu of equity awards, even if equity awards have been granted in the past; (c) all decisions with respect to future equity award grants, if any, will be at the sole discretion of the Company; (d) the Participant is voluntarily participating in the Plan; (e) the RSUs and any Shares acquired under the Plan, and the income from and value of same, are not part of normal or expected compensation for any purposes, including for purposes of calculating any severance, resignation, termination, redundancy, dismissal, end-of-service payments, bonuses, long-service awards, holiday pay, pension or retirement or welfare benefits or similar payments; (f) the future value of the Shares underlying the RSUs is unknown, indeterminable, and cannot be predicted with certainty; (g) neither the Company nor any Subsidiary shall be liable for any foreign exchange rate fluctuation between the Participant’s local currency and the United States Dollar that may affect the value of the Participant’s RSUs or the subsequent sale of any Shares received; and (h) no claim or entitlement to compensation or damages shall arise from forfeiture of the RSUs resulting from the Participant’s Termination of Service (for any reason whatsoever, whether or not later found to be invalid or in breach of Applicable Law in the jurisdiction where the Participant is providing service or the terms of the Participant’s employment or other service agreement, if any).
3.2 Administration. The Administrator shall have the power to interpret the Plan and this Agreement and to adopt such rules for the administration, interpretation and application of the Plan as are consistent therewith and to interpret, amend or revoke any such rules. All actions taken and all interpretations and determinations made by the Administrator in good faith shall be final and binding upon the Participant, the Company and all other interested persons. No member of the Administrator or the Board shall be personally liable for any action, determination or interpretation made in good faith with respect to the Plan, this Agreement or the RSUs.
3.3 Transferability. The RSUs shall be subject to the restrictions on transferability set forth in Section 12 of the Plan.
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3.4 Tax Consultation. The Participant understands that the Participant may suffer adverse tax and social security consequences in connection with the RSUs granted pursuant to this Agreement (and the Shares issuable with respect thereto). The Participant represents that the Participant has consulted with any tax consultants the Participant deems advisable in connection with the RSUs and the issuance of Shares with respect thereto and that the Participant is not relying on the Company for any tax or social security advice.
3.5 Binding Agreement. Subject to the limitation on the transferability of the RSUs contained herein, this Agreement will be binding upon and inure to the benefit of the heirs, legatees, legal representatives, successors and assigns of the parties hereto.
3.6 Adjustments Upon Specified Events. The Administrator may accelerate the vesting of the RSUs in such circumstances as it, in its sole discretion, may determine. In addition, upon the occurrence of certain events relating to the Shares contemplated by Section 7 or Section 11 of the Plan (including, without limitation, an extraordinary cash dividend on such Shares), the Administrator shall make such adjustments the Administrator deems appropriate in the number of Shares subject to the RSUs and the kind of securities that may be issued upon settlement of the RSUs. The Participant acknowledges that the RSUs are subject to adjustment, modification and termination in certain events as provided in this Agreement and Section 7 and Section 11 of the Plan.
3.7 Notices. Any notice to be given under the terms of this Agreement to the Company shall be addressed to the Company in care of the Secretary of the Company at the Company’s principal office, and any notice to be given to the Participant shall be addressed to the Participant at the Participant’s last address reflected on the Company’s records. By a notice given pursuant to this Section 3.7, either party may hereafter designate a different address for notices to be given to that party. Any notice shall be deemed duly given when sent via email or when sent by certified mail (return receipt requested) and deposited (with postage prepaid) in a post office or branch post office regularly maintained by the United States Postal Service (or similar non-U.S. entity).
3.8 Titles. Titles are provided herein for convenience only and are not to serve as a basis for interpretation or construction of this Agreement.
3.9 Governing Law; Venue. The laws of the State of Delaware shall govern the interpretation, validity, administration, enforcement and performance of the terms of this Agreement regardless of the law that might be applied under principles of conflicts of laws. Each party hereto agrees that it must bring any action between the parties hereto arising out of or related to this Agreement in the Court of Chancery of the State of Delaware (the “Court of Chancery”) or, to the extent the Court of Chancery does not have subject matter jurisdiction, the United States District Court for the District of Delaware and the appellate courts having jurisdiction of appeals in such courts (the “Delaware Federal Court”) or, to the extent neither the Court of Chancery nor the Delaware Federal Court has subject matter jurisdiction, the Superior Court of the State of Delaware (the “Chosen Courts”), and, solely with respect to any such action (a) irrevocably submits to the exclusive jurisdiction of the Chosen Courts, (b) waives any objection to laying venue in any such action in the Chosen Courts, (c) waives any objection that the Chosen Courts are an inconvenient forum or do not have jurisdiction over any party hereto and (d) agrees that service of any process, summons, notice or document pursuant to Section 3.7 above shall be effective service of process in any action, suit or proceeding in Delaware with respect to any matters to which it has submitted to jurisdiction as set forth in the immediately preceding sentence.
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3.10 Conformity to Securities Laws. The Participant acknowledges that the Plan and this Agreement are intended to conform to the extent necessary with all provisions of the Securities Act and the Exchange Act and any other Applicable Law. Notwithstanding anything herein to the contrary, the Plan shall be administered, and the RSUs are granted, only in such a manner as to conform to Applicable Law. To the extent permitted by Applicable Law, the Plan and this Agreement shall be deemed amended to the extent necessary to conform to such Applicable Law.
3.11 Amendment, Suspension and Termination. To the extent permitted by the Plan, this Agreement may be wholly or partially amended or otherwise modified, suspended or terminated at any time or from time to time by the Administrator or the Board; provided, however, that, except as may otherwise be provided by the Plan, no amendment, modification, suspension or termination of this Agreement shall adversely affect the RSUs in any material way without the prior written consent of the Participant.
3.12 Successors and Assigns. The Company may assign any of its rights under this Agreement to single or multiple assignees, and this Agreement shall inure to the benefit of the successors and assigns of the Company. Subject to the restrictions on transfer herein set forth in Section 3.3 hereof, this Agreement shall be binding upon the Participant and his or her heirs, executors, administrators, successors and assigns.
3.13 Limitations Applicable to Section 16 Persons. Notwithstanding any other provision of the Plan or this Agreement, if the Participant is subject to Section 16 of the Exchange Act, then the Plan, the RSUs and this Agreement shall be subject to any additional limitations set forth in any applicable exemptive rule under Section 16 of the Exchange Act (including any amendment to Rule 16b-3 of the Exchange Act) that are requirements for the application of such exemptive rule. To the extent permitted by Applicable Law, this Agreement shall be deemed amended to the extent necessary to conform to such applicable exemptive rule.
3.14 Not a Contract of Service Relationship. By accepting the RSUs, the Participant acknowledges, understands and agrees that nothing in this Agreement or in the Plan shall confer upon the Participant any right to continue to serve as an employee or other service provider of the Company or any of its Subsidiaries or interfere with or restrict in any way with the right of the Company or any of its Subsidiaries, which rights are hereby expressly reserved, to discharge or to terminate for any reason whatsoever, with or without cause, the services of the Participant at any time, subject to Applicable Laws and the provisions of any written agreement between the Company or a Subsidiary and the Participant.
3.15 Entire Agreement. The Plan, the Grant Notice and this Agreement (including all Exhibits thereto, if any) constitute the entire agreement of the parties and supersede in their entirety all prior undertakings and agreements of the Company and the Participant with respect to the subject matter hereof, provided that the RSUs shall be subject to any accelerated vesting provisions in any written agreement between the Participant and the Company or a Company plan pursuant to which the Participant participates, in each case, in accordance with the terms therein (including, without limitation, the consulting agreement between the Company and the Participant dated as of July 24, 2026).
3.16 Section 409A. This provision only applies to the Participants subject to taxation in the United States. This Award is not intended to constitute “nonqualified deferred compensation” within the meaning of Section 409A of the Code (together with any Department of Treasury regulations and other interpretive guidance issued thereunder, including without limitation any such regulations or other guidance that may be issued after the date hereof, “Section 409A”). However, notwithstanding any other provision of the Plan, the Grant Notice or this Agreement, if at any time the Administrator determines that this Award (or any portion thereof) may be subject to Section 409A, the Administrator shall have the right in its sole discretion (without any obligation to do so or to indemnify the Participant or any other person for failure to do so) to adopt such amendments to the Plan, the Grant Notice or this Agreement, or adopt other policies and procedures (including amendments, policies and procedures with retroactive effect), or take any other actions, as the Administrator determines are necessary or appropriate for this Award either to be exempt from the application of Section 409A or to comply with the requirements of Section 409A.
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3.17 Limitation on Participant’s Rights. Participation in the Plan confers no rights or interests other than as herein provided. This Agreement creates only a contractual obligation on the part of the Company as to amounts payable and shall not be construed as creating a trust. Neither the Plan nor any underlying program, in and of itself, has any assets. The Participant shall have only the rights of a general unsecured creditor of the Company and its Subsidiaries with respect to amounts credited and benefits payable, if any, with respect to the RSUs, and rights no greater than the right to receive the Common Stock as a general unsecured creditor with respect to RSUs, as and when payable hereunder.
3.18 Electronic Delivery and Acceptance. The Company may, in its sole discretion, decide to deliver any documents related to current or future participation in the Plan by electronic means. The Participant hereby consents to receive such documents by electronic delivery and agrees to participate in the Plan through an on-line or electronic system established and maintained by the Company or a third party designated by the Company.
3.19 Foreign Asset/Account, Exchange Control and Tax Reporting. The Participant may be subject to foreign asset/account, exchange control and/or tax reporting requirements as a result of the acquisition, holding and/or transfer of Shares or cash (including dividends and the proceeds arising from the sale of Shares) derived from the Participant’s participation in the Plan in, to and/or from a brokerage/bank account or legal entity located outside the Participant’s country. The applicable laws in the Participant’s country may require that the Participant report such accounts, assets and balances therein, the value thereof and/or the transactions related thereto to the applicable authorities in such country. The Participant may also be required to repatriate sale proceeds or other funds received as a result of the Participant’s participation in the Plan to the Participant’s country through a designated bank or broker within a certain time after receipt. The Participant acknowledges that it is the Participant’s responsibility to be compliant with such regulations and the Participant is encouraged to consult with the Participant’s personal legal advisor for any details.
3.20 Appendix. Notwithstanding any provisions in this Agreement, the RSUs shall be subject to the special terms and conditions for the Participant’s country set forth in the Appendix attached hereto. Moreover, if the Participant relocates to one of the countries included therein, the terms and conditions for such country will apply to the Participant to the extent the Company determines that the application of such terms and conditions is necessary or advisable for legal or administrative reasons. The Appendix constitutes part of this Agreement.
* * * * *
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APPENDIX
This Appendix includes special terms and conditions that govern the RSUs granted to the Participant under the Plan if the Participant resides and/or works in any country listed below.
The information contained herein is general in nature and may not apply to the Participant’s particular situation, and the Participant is advised to seek appropriate professional advice as to how the relevant laws in the Participant’s country may apply to the Participant’s situation. If the Participant is a citizen or resident of a country other than the one in which the Participant is currently working and/or residing, transfers employment and/or residency to another country after the Grant Date, is a consultant, changes employment status to a consultant position, or is considered a resident of another country for local law purposes, the Company shall, in its discretion, determine the extent to which the special terms and conditions contained herein shall be applicable to the Participant. References to the Participant’s employer shall include any entity that engages the Participant’s services.
[Placeholder for country-specific appendices]
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Exhibit 10.5
CONSULTING AGREEMENT
This Consulting Agreement (this “Agreement”) is made as of July 26, 2026 (the “Effective Date”), by and between Dr. Ibrahim B. Dagher (“Consultant”) and Brainstorm Cell Therapeutics Inc. (the “Company”). Consultant and the Company are each a “Party” and together the “Parties.”
1. Consulting Terms.
(a) Consulting Period. The Company engages Consultant, and Consultant agrees, to perform services upon the terms set forth in this Agreement, beginning on the Effective Date and ending on the first anniversary of the Effective Date (the “End Date”), unless terminated earlier pursuant to this Agreement (the “Consulting Period”).
(b) Consulting Services. During the Consulting Period, Consultant will, at the Company’s request, provide consulting services to the President and Chief Executive Officer (the “CEO”) or his designee relating to (i) the grant program sponsored by the California Institute for Regenerative Medicine, and (ii) the transition of his duties as Chief Medical Officer (the “Consulting Services”). Consultant will make himself available at reasonable times during normal business hours and on reasonable notice and will dedicate such time as reasonably necessary to perform the Consulting Services.
(c) Other Matters. During the Consulting Period, Consultant will make himself available to travel in connection with his services if reasonably requested by the Company with appropriate advance notice. Travel expenses will be reimbursed pursuant to Section 4 below.
2. Non-Exclusive Relationship. Consultant will provide the Consulting Services on a non-exclusive basis. During the Consulting Period Consultant will devote sufficient business time, energy, and talent to the performance of the Consulting Services and may engage in any activity not inconsistent with this Agreement, so long as such activities do not materially interfere with Consultant’s responsibilities under Section 1 above.
3. Compensation.
(a) Consulting Fee. As consideration for the Consulting Services, the Company will treat Consultant’s services hereunder as “continued employment” for the purposes of any outstanding Company equity awards held by Consultant as of immediately prior to the Effective Date, such that Consultant shall continue to vest in those equity awards in accordance with their terms during the Consulting Period. If Consultant continues to provide Consulting Services until the End Date, then (i) all outstanding and unvested equity awards held by Consultant as of immediately prior to that date will vest in full, and (ii) the post-termination exercise period for each of Consultant’s outstanding and vested stock options (after application of clause (i) above) will be extended until the earlier of (x) the second anniversary of the End Date, or (y) the expiration of the stated maximum term of the stock option. Consultant will not be entitled to any other fees, including cash fees, for the Consulting Services.
(b) Taxes. Consultant is responsible for paying all federal, state, and local income taxes with respect to amounts paid under this Agreement. The Company will not withhold any taxes or other payments on Consultant’s behalf (other than as required under the provisions of his equity awards described in Section 3(a) above). Consultant may be liable for self-employment (social security) tax. Consultant will comply with all applicable laws, regulations, and orders concerning taxes, unemployment insurance, social security, worker’s compensation, disability, and similar matters. Consultant agrees to hold the Company harmless for any tax liabilities incurred as a result of the benefits set forth in Section 3(a) above or any reimbursements under this Agreement and to reimburse the Company for any taxes or penalties levied against it with regard to this Agreement.
(c) No Benefits. The Company will not provide Consultant, or any principal, employee, or contractor of Consultant, with any benefits, including severance, pension, retirement, health, welfare, or insurance benefits of any kind, including workers’ compensation insurance.
4. Reimbursable Costs. The Company will reimburse Consultant for actual and reasonable expenses (including travel) incurred in performing the Consulting Services that are approved by the CEO.
5. Independent Contractor Status. Consultant will at all times act solely as an independent contractor and not as an employee of the Company or its affiliates. Consultant will have authority to direct and control his performance of activities hereunder. This Agreement does not impose any obligation on the Company to offer ongoing work or employment to Consultant. Nothing in this Agreement will be construed to create a partnership or joint venture between the Company and Consultant or to authorize either Party to act as agent of the other.
6. Other Obligations of Consultant. During the Consulting Period, Consultant will: (a) comply with all applicable laws and regulations required to render the Consulting Services; (b) observe the Company’s anti-harassment, workplace violence, drug-free workplace, and safety policies while on Company premises or performing the Consulting Services; and (c) upon termination of the Consulting Period, promptly return all Company property in Consultant’s possession or control (which obligation survives any termination of this Agreement or the Consulting Services).
7. Termination. This Agreement will automatically terminate, without further action or notice, on the earlier of Consultant’s death or the End Date. Prior to the End Date, either Party may terminate this Agreement for any reason by providing 15 calendar days’ written notice to the other Party pursuant to Section 8(e) below. Upon any termination, Consultant will be eligible to receive any accrued but unpaid expense reimbursements and will have no further rights to consulting fees or other compensation (other than his rights under vested equity awards that accrued prior to the date of termination); provided that if the Company terminates this Agreement prior to the End Date other than due to Consultant’s material breach of the Agreement, then for purposes of applying Section 3(a) above, Consultant shall be deemed to have provided the Consulting Services through the End Date and shall immediately receive the vesting and post-termination exercise benefits set forth therein (rather than at the End Date), subject to Consultant’s compliance with Section 6(c) above.
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8. Miscellaneous.
(a) Entire Agreement, Amendment and Waiver. This Agreement, along with the documents referenced herein, represents the final and entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior agreements and negotiations. This Agreement may be amended or waived only with the prior written consent of the Company and Consultant. No course of conduct or delay in enforcing this Agreement will affect its validity or enforceability.
(b) Successors. This Agreement is personal to Consultant and may not be assigned by Consultant without the Company’s prior written consent, other than by will or the laws of descent and distribution. The Company may assign this Agreement to an affiliate or to any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise). This Agreement will inure to the benefit of and bind the Company, its affiliates, and their respective successors and assigns.
(c) Choice of Law. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to principles of conflict of laws.
(d) Counterparts. This Agreement may be executed in counterparts, each of which will be an original, but all of which together will constitute one instrument. A signed copy delivered by electronic mail or other electronic transmission will be deemed to have the same legal effect as an original signed copy.
(e) Notices. Any notice under this Agreement will be in writing and sent by electronic mail. Notices to Consultant will be sent to Dr. Ibrahim B. Dagher at (or any personal e-mail address provided to the Company). Notices to the Company will be sent to Chaim Lebovits at . Notice will be deemed given when electronic evidence of transmission is received.
(Signatures are on the following page)
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IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first set forth above.
| BRAINSTORM CELL THERAPEUTICS INC. | |
| By: Chaim Lebovits | |
| Its: President and Chief Executive Officer | |
| CONSULTANT | |
| Dr. Ibrahim B. Dagher |
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Exhibit 99.1
BrainStorm Appoints Former FDA Associate Commissioner Peter J. Pitts as Executive Chairman
Professor Jacob Frenkel Transitions to Senior Advisor
Peter J. Pitts to lead NurOwn® into Phase 3b trial; advancing under the first Special Protocol Assessment ever granted for an ALS therapeutic candidate
NEW YORK, NY – July 28, 2026 - BrainStorm Cell Therapeutics Inc. (OTCQB: BCLI), a leading developer of innovative autologous cellular therapies for highly debilitating neurodegenerative diseases, today announced a major strategic expansion of its executive leadership team.
Peter J. Pitts, co-founder of the Center for Medicine in the Public Interest and former FDA Associate Commissioner, has been named Executive Chairman and Chief Strategic Regulatory and Policy Officer. In his new capacity, Mr. Pitts will assume immediate leadership over BrainStorm’s daily strategic operations, corporate partnerships, investor engagements, and clinical-regulatory pathways. His primary mandate is to drive the upcoming Phase 3b trial for NurOwn® under an active FDA Special Protocol Assessment (SPA) agreement. This is the first SPA ever granted for an ALS therapeutic candidate.
Professor Jacob Frenkel, who has anchored BrainStorm’s leadership since joining its advisory board in 2007 alongside the late Harvey Krueger and served as Board Chairman since 2020, will transition into the role of Senior Advisor. Professor Frenkel initiated this succession plan to transition board leadership to an active, daily executive as the company enters its late-stage clinical execution phase.
"Securing a leader of Peter’s global caliber and deep FDA experience to manage our daily operations transforms our strategic position," said Chaim Lebovits, President and CEO of BrainStorm. "As we enter high-stakes corporate partnership and institutional investor discussions, having a former senior FDA official directly overseeing our regulatory and financial strategy dramatically enhances our operational capabilities."
"BrainStorm is advancing a validated, significantly de-risked clinical asset with a clear regulatory blueprint," said Peter J. Pitts, incoming Executive Chairman. "I am coming 'all in' because the science behind NurOwn is compelling and the patient need in ALS is urgent."
Chaim Lebovits, President and CEO of BrainStorm, added: "On behalf of the entire Board of Directors, I want to express our deepest gratitude to Professor Frenkel for his vision, dedication, and steadfast leadership over these many years. His guidance has been instrumental in bringing BrainStorm to this pivotal moment, and we are delighted that he will continue to support the company as Senior Advisor."
Professor Jacob Frenkel added: "Having steered BrainStorm for two decades since its early advisory days to the launch preparation of this important late-stage trial, I am pleased to pass the torch of board leadership to Mr. Pitts. His willingness to step into an active executive role provides the ideal catalyst for my transition, and I look forward to supporting Mr. Lebovits and Mr. Pitts in this next exciting chapter for the company."
About BrainStorm Cell Therapeutics Inc.
BrainStorm Cell Therapeutics Inc. (OTCQB: BCLI) is a leading developer of autologous adult stem cell therapies for debilitating neurodegenerative diseases. The company’s proprietary NurOwn® platform uses autologous mesenchymal stem cells to produce neurotrophic factor-secreting cells, designed to deliver targeted biological signals that modulate neuroinflammation and promote neuroprotection.
NurOwn® is BrainStorm’s lead investigational therapy for amyotrophic lateral sclerosis and has received Orphan Drug designation from both the U.S. Food and Drug Administration and the European Medicines Agency. A Phase 3 trial in ALS has been completed, and a Phase 3b trial is set to launch under a Special Protocol Assessment agreement with the FDA - the first SPA ever granted for an ALS therapeutic candidate. To learn more, visit www.brainstorm-cell.com.
Notice Regarding Forward-Looking Statements
This press release contains forward-looking statements that are subject to substantial risks and uncertainties, including statements regarding meetings with the U.S. Food and Drug Administration, the Special Protocol Assessment, the clinical development of NurOwn® as a therapy for ALS, the future availability of NurOwn® to patients, and the future success of BrainStorm Cell Therapeutics. All statements, other than statements of historical fact, are forward-looking statements. Forward-looking statements are based on BrainStorm’s current expectations and are subject to inherent uncertainties, risks, and assumptions that are difficult to predict. Readers should not place undue reliance on forward-looking statements. BrainStorm does not assume any obligation to update forward-looking statements except as required by law.
Contacts
Investors:
Michael Wood
LifeSci Advisors
+1 646-597-6983
Media:
Uri Yablonka
Chief Business Officer
+1 917-284-2911
SOURCE: BrainStorm Cell Therapeutics Inc.