BRAINSTORM CELL THERAPEUTICS INC. : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers, Financial Statements and Exhibits (form 8-K)

Item 1.01 Entry into a Material Definitive Agreement.

The information contained in Item 5.02 below is incorporated by reference into this Item 1.01.

The description of the Amendment (as defined below) with Dr. Stacy Lindborg does not purport to be complete and is qualified in its entirety by the full text of Amendment No. 2 to Offer Letter Agreement, a copy of which is filed hereto as Exhibit 10.1 and is incorporated herein by reference.

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

Front September 18, 2022, Brainstorm Cell Therapeutics Inc. (the “Company”) and Dr. Stacy Lindborg entered into an amendment (the “Amendment”) to Dr. Lindborg’s offer letter agreement (the “Agreement”). Pursuant to the Amendment, Dr. Lindborg is entitled to receive at the first Governance, Nominating and Compensation Committee (the “Compensation Committee”) meeting that occurs on or after each anniversary of the effective date of the Agreement, a grant of restricted stock under the Company’s 2014 Stock Incentive Plan (or any successor or other equity plan then maintained by the Company) comprised of up to 35,000 shares of common stock of the Company, $0.00005 par value (“Common Stock”) (each, an “Equity Grant”). Each Equity Grant shall vest as to twenty-five percent (25%) of the award on each of the first, second, third and fourth anniversary of the date of grant, provided Dr. Lindborg remains continuously employed by the Company from the date of grant through each applicable vesting date. Each Equity Grant shall be subject to accelerated vesting upon a Change of Control (as defined in the Agreement and Amendment) of the Company. In the event of Dr. Lindborg’s termination of employment, any portion of an Equity Grant that is not yet vested (after taking into account any accelerated vesting) shall automatically be immediately forfeited to the Company, without the payment of any consideration to the Executive.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.   Description
  10.1          Amendment No. 2 to Offer Letter Agreement dated September 18, 2022
              between Brainstorm Cell Therapeutics Inc. and Dr. Stacy Lindborg.
104           Cover Page Interactive Data File (embedded within the Inline XBRL

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