Brainstorm Cell Therapeutics
Annual Report 2019

Download report
Bookmark report

More annual reports from Brainstorm Cell Therapeutics:

2023 Report
2022 Report
2021 Report
2020 Report
2019 Report

Peers and competitors of Brainstorm Cell Therapeutics:

Reata Pharmaceuticals
Aytu Biopharma
Nuformix plc
Aimmune Therapeutics, Inc.
CytoDyn Inc

Plain-text annual report

UNITED STATES SECURITIES AND EXCHANGE COMMISSIONWASHINGTON, D.C. 20549 FORM 10-K x x ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 2019 ¨ ¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM __________ TO __________ COMMISSION FILE NUMBER 001-36641 BRAINSTORM CELL THERAPEUTICS INC.(Exact Name of Registrant as specified in its charter) Delaware20-7273918(State or other jurisdiction of(I.R.S. Employerincorporation or organization)Identification No.) 1325 Avenue of Americas, 28th Floor New York, NY10019(Address of principal executive offices)(Zip Code) Registrant’s telephone number, including area code: (201) 488-0460 Securities registered under Section 12(b) of the Act: Title of each classTradingSymbol(s)Name of each exchange on which registeredCommon Stock, $0.00005 par valueBCLINASDAQ Stock Market LLC (Nasdaq Capital Market) Securities registered under Section 12(g) of the Act: None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes ¨ No x Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.Yes ¨ No x Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for thepast 90 days.Yes x No ¨ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).Yes x No ¨ Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerginggrowth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2of the Exchange Act. (Check one): Large accelerated filer ¨Accelerated filer x Non-accelerated filer ¨Smaller reporting company x Emerging growth company ¨ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new orrevised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes ¨ No x The approximate aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer as of June 30, 2019 (the last business dayof the registrant’s most recently completed second fiscal quarter), was $75,373,809. As of February 14, 2020, the number of shares outstanding of the registrant's Common Stock, $0.00005 par value per share, was 26,230,839. BRAINSTORM CELL THERAPEUTICS INC.ANNUAL REPORT ON FORM 10-KYEAR ENDED DECEMBER 31, 2019TABLE OF CONTENTS ITEM Page PART I 1.Business3 1A.Risk Factors22 1B.Unresolved Staff Comments35 2.Properties35 3.Legal Proceedings35 4.Mine Safety Disclosures35 PART II 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities36 6.Selected Financial Data37 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations37 7A.Quantitative and Qualitative Disclosures About Market Risk41 8.Financial Statements and Supplementary Data42 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure70 9A.Controls and Procedures70 9B.Other Information70 PART III 10.Directors, Executive Officers and Corporate Governance71 11.Executive Compensation77 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters85 13.Certain Relationships and Related Transactions, and Director Independence86 14.Principal Accounting Fees and Services89 PART IV 15.Exhibits, Financial Statement Schedules89 16.Form 10-K Summary99 2 PART ISPECIAL NOTE Unless otherwise specified in this Annual Report on Form 10-K, all references to currency, monetary values and dollars set forth herein shall mean United States(U.S.) dollars. SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS This Annual Report contains numerous statements, descriptions, forecasts and projections, regarding Brainstorm Cell Therapeutics Inc. (together with itsconsolidated subsidiaries, the “Company,” “Brainstorm,” “we,” “us” or “our”) and its potential future business operations and performance, includingstatements regarding the market potential for treatment of neurodegenerative disorders such as ALS, the sufficiency of our existing capital resources for continuingoperations in 2020, the safety and clinical effectiveness of our NurOwn® technology, our clinical trials of NurOwn® and its related clinical development, and ourability to develop collaborations and partnerships to support our business plan. In some cases you can identify such “forward-looking statements” by the use ofwords like “may,” “will,” “should,” “could,” “expects,” “hopes,” “anticipates,” “believes,” “intends,” “plans,” “projects,” “targets,” “goals,” “estimates,”“predicts,” “likely,” “potential,” or “continue” or the negative of any of these terms or similar words. These statements, descriptions, forecasts and projectionsconstitute “forward-looking statements,” and as such involve known and unknown risks, uncertainties, and other factors that may cause our actual results, levelsof activity, performance and achievements to be materially different from any results, levels of activity, performance and achievements expressed or implied byany such “forward-looking statements.” These risks and uncertainties include, but are not limited to our need to raise additional capital, our ability to continue asa going concern, regulatory approval of our NurOwn® treatment candidate, the success of our product development programs and research, regulatory andpersonnel issues, development of a global market for our services, the ability to secure and maintain research institutions to conduct our clinical trials, the abilityto generate significant revenue, the ability of our NurOwn® treatment candidate to achieve broad acceptance as a treatment option for ALS or otherneurodegenerative diseases, our ability to manufacture and commercialize our NurOwn® treatment candidate, obtaining patents that provide meaningfulprotection, competition and market developments, our ability to protect our intellectual property from infringement by third parties, heath reform legislation,demand for our services, currency exchange rates and product liability claims and litigation, and other factors described under “Risk Factors” in this annualreport on Form 10-K for the fiscal year ended December 31, 2019. These “forward-looking statements” are based on certain assumptions that we have made as ofthe date hereof. To the extent these assumptions are not valid, the associated “forward-looking statements” and projections will not be correct. Although webelieve that the expectations reflected in these “forward-looking statements” are reasonable, we cannot guarantee any future results, levels of activity,performance or achievements. It is routine for our internal projections and expectations to change as the year or each quarter in the year progresses, andtherefore it should be clearly understood that the internal projections and beliefs upon which we base our expectations may change prior to the end of eachquarter or the year. Although these expectations may change, we may not inform you if they do and we undertake no obligation to do so, except as required byapplicable securities laws and regulations. We caution investors that our business and financial performance are subject to substantial risks and uncertainties. Inevaluating our business, prospective investors should carefully consider the information set forth under the caption “Risk Factors” in this report, in addition tothe other information set forth herein and elsewhere in our other public filings with the Securities and Exchange Commission (“SEC”). Item 1.BUSINESS. Company Overview ·Brainstorm Cell Therapeutics Inc. is a leading biotechnology company committed to the development and commercialization of best-in-class autologouscellular therapies for the treatment of neurodegenerative diseases including: Amyotrophic Lateral Sclerosis (“ALS”, also known as Lou Gehrig’s disease);Progressive Multiple Sclerosis (“PMS”); and Parkinson’s disease (“PD”). ·NurOwn® leverages proprietary cell culture methods to induce autologous bone marrow-derived mesenchymal stem cells (MSCs) to secrete high levelsof neurotrophic factors (NTFs), modulate neuroinflammatory and neurodegenerative disease processes, promote neuronal survival and improveneurological function. ·NurOwn® is currently being evaluated in Phase 3 ALS and Phase 2 PMS clinical trials. Enrollment for the Phase 3 ALS trial was completed in October2019 and is expected to generate top-line data in the fourth quarter of 2020. The Phase 2 PMS trial is actively enrolling participants in the U.S. and isexpected to generate top-line data in the fourth quarter of 2020. 3 ·Our wholly-owned Israeli subsidiary, Brainstorm Cell Therapeutics Ltd. (“Israeli Subsidiary”), holds exclusive rights to commercialize NurOwn®technology through a licensing agreement with Ramot (“Ramot”), the technology transfer company of Tel Aviv University, Israel. ·The Israeli Subsidiary was granted approval by the Israeli Ministry of Health (“MoH”) to treat ALS patients with NurOwn® under the HospitalExemption Pathway (“HE”). ·NurOwn® has a strong and comprehensive intellectual property portfolio. ·NurOwn® was granted Fast Track designation by the U.S. Food and Drug Administration (FDA) and Orphan Drug status by the FDA and the EuropeanMedicines Agency (EMA) for ALS. For more information, visit BrainStorm's website at www.brainstorm-cell.com. ·In advance of the United Kingdom exit from the European Union, the Company had registered an Irish subsidiary, ‘Brainstorm Cell TherapeuticsLimited’, which was incorporated on October 1, 2019 under the Companies Act 2014, as a Private Company Limited by Shares and is fully owned byBrainstorm Cell Therapeutics Ltd (“Israeli Subsidiary”). The EMA Orphan Drug designation, held by the UK subsidiary (Brainstorm Cell TherapeuticsUK Ltd.), was transferred by the European Commission to the Irish subsidiary as of November 14, 2019. ·Brainstorm Cell Therapeutics Inc. currently employs 32 employees in the United States and in Israel. Most of the senior management team is based in theUnited States, and all of Brainstorm’s current clinical trial sites are located in the United States. Brainstorm’s R&D center is located in Petach Tikva,Israel. 2019 and Recent Highlights ·The Company has made significant progress in the past 12 months advancing the NurOwn® ALS Phase 3 clinical trial at all 6 U.S. investigative sites(Mass General Hospital, UMass, Mayo Clinic, CPMC, Cedars Sinai and UC Irvine). This clinical trial builds upon promising efficacy seen in three priorearly-stage ALS clinical trials, including a U.S. randomized placebo-controlled Phase 2 trial. We completed enrollment for NurOwn® ALS Phase 3 trialin October 2019 and the trial is expected to generate top-line data to support the FDA BLA filing of NurOwn® for ALS in the fourth quarter of 2020. ·The Company was granted FDA approval in December 2018 for the IND Application of NurOwn® in Progressive Multiple Sclerosis (PMS)(www.clinicalTrials.gov Identifier NCT03799718). The study entitled ‘A Phase 2, open-label, multicenter study to evaluate the safety and efficacy ofrepeated administration of NurOwn® (Autologous Mesenchymal Stem Cells Secreting Neurotrophic Factors; MSC-NTF cells) in participants withProgressive Multiple Sclerosis (MS)’ will be conducted at 5 leading U.S. Multiple Sclerosis centers. As of the quarter ending December 31, 2019, thefirst ten (10) study participants have been enrolled in the study. Enrollment will proceed in 2020 as planned. ·The Israeli MoH has approved the Company’s treatment of up to 13 ALS patients with NurOwn® under the Israeli Hospital Exemption (HE) regulatorypathway. The Company has enrolled ten (10) patients under the HE pathway as of December 31, 2019 and is in process of enrolling the entire approvednumber of patients. Thus far, the Company received approximately $2.5 million in connection with the treatment of the aforementioned patients. ·On June 11, 2019, we established an at-the-market Common Stock offering program (the “ATM Program”) to sell shares of our Common Stock, havingan aggregate offering amount of up to $20 million. This program provides additional financial flexibility and an alternative mechanism to access thecapital markets at an efficient cost, as and when the Company needs financing. From June 11, 2019 through December 31, 2019, we sold an aggregate of724,215 shares of common stock pursuant to the ATM Distribution Agreement at an average price of $4.01 per share, raising gross proceeds ofapproximately $2.91 million. From June 11, 2019 through December 31, 2019, we sold an aggregate of 724,215 shares of common stock pursuant to theATM Distribution Agreement at an average price of $4.01 per share, raising gross proceeds of approximately $2.91 million. As of December 31, 2019,the Company had received gross proceeds of approximately $2.14 million from these ATM sales. In summary, from the initiation of the ATM throughFebruary 14, 2019, we sold an aggregate of 3,914,792 shares of common stock at an average price of $4.75 per share, raising gross proceeds ofapproximately $18.58 million. ·On August 2, 2019, the Company entered into a Warrant Exercise Agreement which generated gross cash proceeds to the Company of approximately$3.3 million. 4 ·On September 6, 2019, the Company appointed Preetam Shah, Ph.D., M.B.A., as Chief Financial Officer. Dr. Shah is an experienced healthcare financeprofessional with over 18 years of diverse leadership experience in investment banking and venture capital, healthcare financial consulting, businessdevelopment, sales and marketing, and scientific research. ·The independent Phase 3 study Data Safety Monitoring Board (DSMB) completed the second pre-specified interim analysis of safety outcomes for 106participants treated with NurOwn® in the Phase 3 ALS trial on October 28, 2019. The DSMB indicated that the trial should continue without anymodifications to the study protocol, and the DSMB chair indicated that they did not identify any significant safety concerns. ·On November 14, 2019 the Company received a $495,330 grant from the National Multiple Sclerosis Society, through its Fast Forward program, toadvance BrainStorm’s Phase 2 open-label, multicenter clinical trial of repeated intrathecal administration of NurOwn® in participants with progressiveMultiple Sclerosis. ·The independent Phase 2 study Data Safety Monitoring Board (DSMB) completed the first, pre-specified interim analysis, of safety outcomes for 9participants enrolled in the Phase 2 open-label, multicenter study of repeated intrathecal administration of NurOwn® (autologous MSC-NTF cells) inparticipants with Progressive Multiple Sclerosis (PMS) (NCT03799718) on December 18, 2019. After careful review of all available clinical trial data,the DSMB unanimously concluded that the study should continue as planned without any protocol modifications. ·On February 11, 2020 the Company announced that it recently held a high-level meeting with the U.S. Food and Drug Administration (FDA) to discusspotential NurOwn® regulatory pathways for approval in ALS. In the planned meeting with senior Center for Biologics Evaluation and Research (CBER)leadership and several leading U.S. ALS experts, the FDA confirmed that the fully enrolled Phase 3 ALS trial is collecting relevant data critical to theassessment of NurOwn efficacy. The FDA indicated that they will look at the "totality of the evidence" in the expected Phase 3 clinical trial data.Furthermore, based on their detailed data assessment, they are committed to work collaboratively with BrainStorm to identify a regulatory pathwayforward, including opportunities to expedite statistical review of data from the Phase 3 trial. NurOwn® Proprietary Technology NurOwn® technology is based on an innovative manufacturing protocol, which induces the differentiation of purified and expanded bone marrow-derivedmesenchymal stem cells (“MSC”) and consistently generates cells that release high levels of multiple neurotrophic factors (“MSC-NTF” cells) to modulateneuroinflammatory and neurodegenerative disease processes, promote neuronal survival and improve neurological function. These factors are known to be criticalfor the growth, survival and differentiation of neurons, including: glial-derived neurotrophic factor (“GDNF”); brain-derived neurotrophic factor (“BDNF”);vascular endothelial growth factor (“VEGF”); and hepatocyte growth factor (“HGF”), among others. GDNF is one of the most potent survival factors forperipheral motorneurons. VEGF and HGF have demonstrated important neuroprotective effects in ALS and other neurodegenerative diseases. Neuroinflammationis a prominent and early feature of ALS and other neurodegenerative diseases, as well as of Progressive MS.NurOwn® manufacturing involves a multi-step process that includes: harvesting and isolating undifferentiated stem cells from the patient's own bone marrow;processing of cells at the manufacturing site; cryopreservation to enable multiple treatments from a single bone marrow sample; and intrathecal (“IT”) injection ofMSC-NTF cells into the same patient by standard lumbar puncture. This administration procedure does not require hospitalization and has been shown to be safeand well tolerated in multiple CNS clinical trials to date. The ongoing NurOwn® U.S. Phase 3 ALS study is evaluating the therapeutic potential of repeated dosing(three doses at bi-monthly intervals). The proprietary technology and manufacturing processing of NurOwn® (MSC-NTF cells) for clinical use is conducted in full compliance with current GoodManufacturing Practice (“cGMP”). The NurOwn® proprietary technology is fully licensed to or developed by Brainstorm Cell Therapeutics Ltd., our wholly-owned subsidiary (the “Israeli Subsidiary”). All granted patents related to NurOwn® (MSC-NTF cells) manufacturing process are fully assigned to or owned byBrainstorm Cell Therapeutics Ltd. (see Intellectual Property section for details). The NurOwn® Transplantation Process ·Bone marrow aspiration from the patient; ·MSC Isolation and propagation; ·MSC Cryopreservation; ·MSC thawing and differentiation into neurotrophic-factor secreting (MSC-NTF; NurOwn®) cells; and ·Autologous transplantation into the patient’s cerebrospinal fluid by IT injection (standard lumbar puncture). 5 Differentiation before Transplantation The ability to induce autologous adult mesenchymal stem cells into differentiated MSC-NTF cells makes NurOwn® uniquely suited for the treatment ofneurodegenerative diseases. The specialized MSC-NTF cells secrete multiple neurotrophic factors and immunomodulatory cytokines that may result in: ·Protection of existing neurons;·Promotion of neuronal repair;·Neuronal functional improvement; and·Immunomodulation and reduced neuroinflammation. Autologous (Self-transplantation) The NurOwn® technology platform is autologous, using the patient’s own bone-marrow derived stem cells for “self-transplantation.” In autologoustransplantation, there is no introduction of unrelated donor antigens that may lead to alloimmunity, no risk of rejection and no need for treatment withimmunosuppressive agents, which can cause severe and/or long-term side effects. In addition, the use of adult stem cells is free of several ethical concernsassociated with the use of embryonic-derived stem cells in some countries. The ALS Clinical Program NurOwn® is currently in a Phase 3 late stage clinical development program for the treatment of ALS. It has been granted Fast Track designation by the U.S. Foodand Drug Administration (“FDA”) for this indication, and has been granted Orphan Drug Status, in the U.S. and Europe, which provides the potential for anextended period of exclusivity. Phase 1/2 ALS Open Label Trials We have completed two early stage Phase 1/2 and 2 open-label clinical trials of NurOwn® in patients with ALS at the Hadassah Medical Center (“Hadassah”) inJerusalem, Israel, as well as a Phase 2 double-blind, placebo-controlled, multicenter clinical trial at three prestigious U.S. Medical centers - the MassachusettsGeneral Hospital (MGH) in Boston, Massachusetts Memorial Hospital in Worcester, Massachusetts, and the Mayo Clinic in Rochester, Minnesota - all highlyexperienced in the management and investigation of ALS. The first two open-label trials were approved by the Israeli Ministry of Health (“MoH”). The first-in-human trial, a Phase 1 safety and efficacy trial of NurOwn®administered either intramuscularly or intrathecally in 12 ALS patients, was initiated in June 2011. In the Phase 2 dose-escalating study, 14 ALS patients wereadministered NurOwn® by a combined route of intramuscular and intrathecal administration. These studies demonstrated the safety of NurOwn® by both routes ofadministration and showed preliminary signs of efficacy. In January 2016, the results of the two completed Phase 1/2 study and Phase 2 open label trials were published in JAMA Neurology. This demonstrated a slowerrate of disease progression following MSC-NTF cell transplantation as measured by the ALS Functional Rating Score (“ALSFRS-R”), the gold standard for theevaluation of ALS functional status, and Forced Vital Capacity (“FVC”), a measure of pulmonary function, as well as positive trends in the rate of decline ofmuscle volume and the compound motor axon potential (“CMAPs”). This was the first published clinical data using autologous mesenchymal stem cells, inducedunder culture conditions to produce NTFs, with the potential to deliver a combined neuroprotective and immunomodulatory therapeutic effect in ALS andpotentially modify the course of this disease. Phase 2 ALS Randomized Trial The Phase 2 U.S. study was conducted under an FDA Investigational New Drug (“IND”) application. This randomized, double-blind, placebo-controlled multi-center U.S. Phase 2 clinical trial evaluating NurOwn® in ALS patients was conducted at three clinical sites: (i) the Massachusetts General Hospital (MGH) inBoston, (ii) Massachusetts Memorial Hospital in Worcester, Massachusetts, and (iii) the Mayo Clinic in Rochester, Minnesota. For this trial, NurOwn® wasmanufactured at the Connell and O’Reilly Cell Manipulation Core Facility at the Dana Farber Cancer Institute in Boston and at the Human Cellular Therapy Labat the Mayo Clinic. In this study, 48 patients were randomized 3:1 to receive NurOwn® or placebo. Results of this Phase 2 Study were published in the peer reviewed Journal ‘Neurology’. The publication entitled NurOwn, Phase 2, Randomized, Clinical Trial inPatients With ALS: Safety, Clinical, and Biomarker Results was published in December 2019. 6 Key findings from the trial were as follows: ·The study achieved its primary objective, demonstrating that NurOwn® transplantation was safe and well-tolerated. There were no discontinuations fromthe trial due to AEs and there were no deaths in the study. The most common adverse events (of mild or moderate severity), were transient procedure-related AEs such as headache, back pain, pyrexia arthralgia and injection-site discomfort, which were more commonly seen in the NurOwn®-treatedparticipants compared to placebo. ·NurOwn® achieved multiple secondary efficacy endpoints, showing evidence of a clinically meaningful benefit. Notably, response rates in the ALSfunctional rating scale (48-point ALSFRS-R outcome measure) were higher in NurOwn®-treated participants, compared to placebo, at all studytimepoints over 24 weeks. ·A pre-specified responder analysis examined percentage improvements in the post treatment ALSFRS-R slope (change/month) compared to pre-treatment slope and demonstrated that a higher proportion of NurOwn® treated participants achieved a 100% improvement in the post-treatment vs. pre-treatment slope, compared to the placebo group. This analysis also demonstrated that a higher proportion of the NurOwn® treated participants achieved a1.5 point per month or greater improvement in the post-treatment vs. pre-treatment ALSFRS-R slope, compared to the placebo group. ·The beneficial treatment effects were greater in the rapid progressor subgroup (in which pretreatment ALSFRS-R declined by 2 or more points in thethree months pre-treatment). ·As an important confirmation of NurOwn®’s mechanism of action, levels of neurotrophic factors and inflammatory markers were measured in thecerebrospinal fluid (“CSF”) samples collected from participants pre and two weeks post treatment. In the samples of those participants treated withNurOwn®, statistically significant increases in levels of neurotrophic factors VEGF, HGF and LIF and a statistically significant reduction ininflammatory markers MCP-1, SDF-1 and CHIT-1 were observed post-transplantation. Furthermore, the observed reduction in inflammatory markerscorrelated with ALS functional improvements. These clinical-biomarker correlations were not seen in placebo-treated participants, consistent with theproposed combined neuroprotective and immunomodulatory mechanism of action of NurOwn® in ALS. ·In summary, a higher proportion of NurOwn® treated participants, particularly those with more rapid disease progression, experienced stabilization orimprovement in ALS function, as measured by the post-treatment vs. pre-treatment ALSFRS-R slope change. These are new and meaningful ALSclinical observations that are being evaluated in the ongoing Phase 3 study using repeat dosing in ALS rapid progressors. Phase 3 ALS Clinical Trial Following successful completion of the Phase 2 study, the Company is currently conducting a Phase 3 trial (a multi-dose double-blind, placebo-controlled,multicenter trial protocol) that has been designed to generate data to support a Biologic License Application (“BLA”) for NurOwn® in ALS. The clinical trial hascompleted enrolment of an enriched patient population of rapid progressors (~50% of ALS patients) based on superior outcomes observed in the Phase-2 pre-specified sub-group. The primary clinical efficacy outcome measure is the ALSFRS-R score responder analysis, an outcome that evaluates the proportion of treated participants whoachieve a prespecified level of improvement in the ALSFRS-R post-treatment slope. The Phase 3 trial expands biomarker evaluations to further understand theirpotential to predict ALS disease progression, treatment response and confirm the biology of NurOwn® in a larger study population. The study is being conductedat 6 leading U.S. medical centers, 3 of which participated in the prior Phase 2 study. Patient enrollment commenced in October 2017, at Massachusetts GeneralHospital followed by the other 5 study sites, including University of California Irvine Medical Center, University of Massachusetts Medical Center, Mayo Clinic inRochester, Minnesota, the California Pacific Medical Center in San Francisco, and Cedars Sinai Medical Center in Los Angeles. All 6 sites are actively enrollingstudy participants. As of October 2019 the study is fully enrolled. The independent Data Safety Monitoring Board (“DSMB”) for the study completed its pre-specified interim analysis of safety outcomes for the first 31 participantstreated with NurOwn® in the Phase 3 trial in ALS (NCT03280056) in August 2018. The DSMB indicated there were no significant safety concerns andrecommended that the trial continue, as planned without any modifications to the study protocol. The DSMB completed the second pre-specified interim analysis of safety outcomes for 106 participants treated with NurOwn® in the Phase 3 ALS trial onOctober 28, 2019. The DSMB indicated that the trial should continue without any modifications to the study protocol, and the DSMB chair indicated that they didnot identify any significant safety concerns. Top-line efficacy data is expected in the fourth quarter of 2020. The study is registered at www.clinicaltrials.gov (ClinicalTrials.gov Identifier: NCT03280056). 7 The Company has developed a validated cryopreservation process for the long-term storage of MSC, that allows multiple doses of NurOwn® to be created from asingle bone marrow harvest procedure in the multi-dose clinical trial and to avoid the need for patients to undergo repeated bone marrow aspiration. A validationstudy was conducted in 2017 comparing NurOwn® derived from fresh MSC to those derived from cryopreserved MSC. Company scientists were successful inshowing that the MSC can be stored in the vapor phase of liquid nitrogen for prolonged periods of time, while maintaining their characteristics. CryopreservedMSC are capable of differentiating into NurOwn®, similar to the NurOwn® derived from fresh MSC from the same patient/donor, prior to cryopreservation andmaintain their key functional properties including immunomodulation and neurotrophic factor secretion. The Company has contracted with City of Hope's Center for Biomedicine and Genetics to produce clinical supplies of NurOwn® adult stem cells for the ongoingPhase 3 clinical study. City of Hope is currently supporting the production of NurOwn® and placebo for the participants treated in the Phase 3 trial. The Connelland O’Reilly Cell Manipulation Core Facility at the Dana Farber Cancer Institute (DFCI) in Boston has also been contracted to manufacture NurOwn® andplacebo for Phase 3 ALS clinical study participants, and commenced manufacturing in October 2018. As of March 2019, The DFCI core manufacturing facility isalso supplying NurOwn for the PMS study. Special meeting with FDA senior management In July 2019, the Brainstorm management team was invited to participate in a special in-person, high-level meeting with the senior management of the FDA’sDrug and Biologics Centers and, ’I AM ALS’, a grassroots ALS advocacy group advocating for an ALS cure. FDA’s Dr. Peter Marks, Director of the Center for Biologics Evaluation and Research (CBER) and Dr. Janet Woodcock Director of the Center for DrugEvaluation and Research (CDER) were in attendance with senior FDA staff. Brainstorm’s Phase 3 ALS principal Investigators Dr. Robert Brown (MassachusettsMemorial Hospital, Worcester, Massachusetts) and Dr. Merit Cudkowicz (Massachusetts General Hospital, Boston) joined by teleconference. The meeting’s purpose was to discuss Brainstorm’s ongoing Phase 3 ALS clinical trial as well as efforts to speed treatment access to the ALS patient community.The meeting enabled an open and effective dialogue between the FDA and Brainstorm, setting the stage for future meetings to explore practical options to quicklybring our investigational treatment to those living with ALS. On February 11, 2020 the Company announced that it recently held a high level meeting with the U.S. Food and Drug Administration (FDA) to discuss potentialNurOwn® regulatory pathways for approval in ALS. In the planned meeting with senior Center for Biologics Evaluation and Research (CBER) leadership andseveral leading U.S. ALS experts, the FDA confirmed that the fully enrolled Phase 3 ALS trial is collecting relevant data critical to the assessment of NurOwnefficacy. The FDA indicated that they will look at the "totality of the evidence" in the expected Phase 3 clinical trial data. Furthermore, based on their detailed dataassessment, they are committed to work collaboratively with BrainStorm to identify a regulatory pathway forward, including opportunities to expedite statisticalreview of data from the Phase 3 trial. Patient Access Programs (ALS) The Company, working collaboratively with the Tel Aviv Sourasky Medical Center (Ichilov Hospital), was approved to treat 13 ALS patients with NurOwn®,under the Israel Hospital Exemption regulatory pathway for Advanced Therapy Medicinal Products (ATMP), which was adopted by the Israeli Ministry of Health(MoH) from the European Medicine Agency (EMA) regulation. This pathway will enable the Company to make NurOwn® accessible to ALS patients in Israel, fora fee. Eleven (11) patients have been enrolled in this program so far. NurOwn in Progressive Multiple Sclerosis On December 15, 2018, the FDA approved the Company's IND to conduct a Phase 2 open label trial of repeated intrathecal administration of NurOwn® inprogressive MS (www.clinicaltrials.gov Identifier NCT03799718). The study entitled ‘A Phase 2, open-label, multicenter study to evaluate the safety and efficacyof repeated administration of NurOwn® (Autologous Mesenchymal Stem Cells Secreting Neurotrophic Factors; MSC-NTF cells) in participants with ProgressiveMultiple Sclerosis (MS)’ will recruit 20 progressive MS patients at 5 leading US MS centers. As of December 31, 2019, the MS clinical trial enrolled the first 10study participants and is expected to generate top line data in the fourth quarter of 2020. 8 On December 18, 2019 the clinical trial independent Data Safety Monitoring Board (DSMB) for the PMS study completed the first, pre-specified interim analysis,of safety outcomes for the first 9 participants enrolled in the study. After careful review of all available clinical trial data, the DSMB unanimously concluded “thestudy should continue as planned without any protocol modification”. On November 14, 2019 the Company also received a $495,330 grant from the National Multiple Sclerosis Society, through its Fast Forward program, to advanceBrainStorm’s Phase 2 open-label, multicenter clinical trial of repeated intrathecal administration of NurOwn® in participants with progressive Multiple Sclerosis. Non-Dilutive Funding In July 2017, the Company was awarded a grant in the amount of $15,912,000 from the California Institute for Regenerative Medicine (CIRM) to aid in fundingthe Company’s pivotal Phase 3 study of NurOwn®, for the treatment of ALS. To date, the Company has received $12,550,000 of the CIRM grant: $9,050,000from 2017 through 2018, and an additional $3,500,000 in 2019. The grant does not bear a royalty payment commitment nor is the grant otherwise refundable. TheCompany expects to receive approximately $3,362,000 in additional grant funding from CIRM upon achieving certain milestones. In 2018 and 2019, the Company was awarded aggregate grants of approximately $3 million from the Israel Innovation Authority (“IIA”). To date as part of thisaward, the Company received approximately $3 million; $2 million in 2018 and $1 million in 2019. Intellectual Property A key element of the Company’s overall strategy is to establish a broad portfolio of patents and other methods described below to protect its proprietarytechnologies and products. Brainstorm is the sole licensee or assignee of 15 granted patents 4 allowed patents and 22 patent applications in the United States,Europe, and Israel, as well as in additional countries worldwide, including countries in the Far East and South America (in calculating the number of grantedpatents, each European patent validated in multiple jurisdictions was counted as a single patent). In March 2019 the European Patent Office ("EPO") granted a European-wide patent titled 'Mesenchymal Stem Cells for the treatment of CNS Diseases.' TheEuropean Patent Application published in the European Patent Bulletin 19/13 on March 27, 2019, under Patent No. 2620493. The allowed claims cover theisolated cells as well as their use in the manufacture of a medicament for treating a CNS disease or disorder, selected from the group consisting of: Parkinson's,multiple sclerosis, epilepsy, amyotrophic lateral sclerosis, stroke, autoimmune encephalomyelitis, diabetic neuropathy, glaucomatous neuropathy, Alzheimer'sdisease and Huntingdon's disease. On August 27, 2019, the Canadian Intellectual Property Office granted Canadian Patent No. 2,877,223 entitled ‘Methods of Generating Mesenchymal Stem Cellswhich secrete Neurotrophic Factors’. The allowed claims cover the method for generating the Mesenchymal Stem Cells Secreting Neurotrophic Factors (MSC-NTF cells). On September 16, 2019, the United States Patent and Trademark Office (USPTO) issued a Notice of Allowance for BrainStorm's new US Patent Application,number: 15/113,105, titled: ‘Method of Qualifying Cells'. The allowed claims cover a pharmaceutical composition for MSC-NTF cells secreting neurotrophicfactors (NurOwn®) comprising a culture medium as a carrier and an isolated population of differentiated bone marrow-derived MSCs that secrete neurotrophicfactors. On October 21, 2019, the Japan Patent Office (JPO) issued a Decision to Grant Japanese Patent Application, number: 2016-548691, titled: ‘Method of QualifyingCells.’ The patent covers cell populations which are therapeutic for the treatment of ALS and the method of qualifying the cells for therapeutic use. On January 29, 2020 the European Patent Office (EPO) has communicated its intention to grant a European patent titled 'Methods of Generating MesenchymalStem Cells which secrete Neurotrophic Factors'. Allowed claims cover the method for manufacturing MSC-NTF cells (NurOwn®). Patents protecting NurOwn® have been issued in the United States, Japan, Europe, Hong-Kong and Israel. 9 Scientific presentations in 2019 On January 11, 2019, Dr. Ralph Kern provided an update on the Phase 3 pivotal trial of the autologous MSC-NTF Cellular Therapy (NurOwn®) in ALS at the 9thAnnual California ALS Research Summit in Irvine, CA. The California ALS Research Summit is an annual meeting of researchers, investigators, clinicians,biotech companies, government representatives, partner organizations, and advocates in ALS and related fields in California. Two scientific abstracts were presented at the 71st American Academy of Neurology (AAN) Annual Meeting in Philadelphia, PA, May 4-10, 2019. The scientificabstracts included: a detailed molecular characterization of enhanced neurotrophic factor production by NurOwn® (MSC-NTF cells); and correlations ofcerebrospinal fluid biomarkers with clinical improvement that was selected by the AAN Science Committee, for a platform presentation at the prestigiousEmerging Science Session. These findings contribute to our overall understanding of the mechanism of action of NurOwn® and provide further evidence linkingALS clinical outcomes to highly relevant disease biomarkers. On May 31, 2019, the World Multiple Sclerosis (MS) Day, a global event that raises awareness of the invisible symptoms of MS, Brainstorm presented a poster ofthe Company’s Phase 2 Open-Label, Multicenter Study of Repeated Intrathecal Administration of Autologous MSC-NTF cells in Progressive MS at the AnnualMeeting of the Consortium of Multiple Sclerosis Centers (CMSC), in Seattle. CMSC is the largest North American gathering for healthcare professionals andresearchers engaged in MS care. The poster presented the Phase 2 study design and population, as well as the study endpoints and its current status. On October 2, 2019 Brainstorm presented NurOwn® Phase 2 biomarker data at the 18th Annual NEALS Meeting held October 2-4, 2019 in Clearwater, Florida,discussing the evolving landscape of ALS clinical trials and potential surrogate and functional endpoints for regulatory approval. On November 13 2019, the Company’s Chief Operating and Chief Medical Officer Ralph Kern MD MHSc presented the advances BrainStorm has made withNurOwn at the 7th International Stem Cell Meeting, which is hosted by the Israel Stem Cell Society and was held in Tel Aviv, Israel. On December 4, 2019 Ralph Kern MD MHSc, delivered a podium presentation entitled “Modulation of innate immunity by MSC-NTF (NurOwn®) cellscorrelates with ALS clinical outcomes” at the International Symposium on ALS/MND in Perth, Australia. The symposium is a unique annual event that bringstogether leading international researchers and health and social care professionals to present and debate key innovations in their respective fields. The Companyalso presented Poster 153: “MSC-NTF Differentiation Increases the Neurotrophic Effects of MSC Cells: Live Imaging Analysis”, that directly demonstrates theneuroprotective effects of NurOwn® in a neuronal cell culture model. On December 11, 2019 BrainStorm was selected as the Buzz of BIO, in the Public Therapeutics Biotech category, and due to extensive voter participationBrainStorm also received an invitation to make a complimentary company presentation at the BIO CEO & Investor Conference, to be held in New YorkCity on February 10-11, 2020. Research and Development The Company is also reviewing the potential for clinical development of NurOwn® in other neurodegenerative disorders, such as Parkinson’s disease, andAlzheimer’s disease and neurodegenerative eye disease. Research is currently ongoing to develop additional specialized derivative cell products such as MSC-NTFderived Exosomes. Exosomes are extracellular nano-vesicles (secreted by the cells) that carry various molecular components of their cell of origin, includingnucleic acids, proteins and lipids. Exosomes can transfer molecules from one cell to another, thereby mediating cell-to-cell communication, ultimately regulatingmany cell processes, which are suitable for clinical applications in multiple neurodegenerative diseases. NurOwn® derived exosomes may possess unique featuresfor the enhanced delivery of therapeutics to the brain, due to their ability to cross the blood brain barrier and to penetrate the brain and spinal cord. The researchefforts are primarily focused on: 1.Manufacturing of MSC-NTF exosomes:a.Developing and optimizing large scale cell culture processes using bioreactors, to generate exosomes.b.Developing advanced scalable purification GMP methods that can be applied to commercial use.2.Quantification, characterization of phenotype and exosome cargo.3.Assessment of MSC-NTF exosomes potency.4.Establishment of a method for exosomes modification For the ongoing multidose clinical studies in ALS and MS, the Company has improved the efficiency of NurOwn® production and improved its stability, allowingmanufacturing to take place at centralized clean room facilities from which NurOwn® is distributed to the clinical trial sites, where the cells are then administeredto patients. The Company is also engaged in several research initiatives to further improve and scale-up manufacturing capacity and extend the shelf life ofNurOwn®. 10 Corporate Information We are incorporated under the laws of the State of Delaware. Our principal executive offices are located at 1325 Avenue of Americas, 28th Floor, New York, NY10019, and our telephone number is (201) 488-0460. We also maintain offices at 12 N State Route 17, Suite 201, Paramus, NJ 07652, and in Petach Tikva, Israel.We maintain an Internet website at http://www.brainstorm-cell.com. The information on our website is not incorporated into this Annual Report on Form 10-K. History In 2004, the Company entered into a research and license agreement with Ramot to acquire certain stem cell technology, commenced development of novel celltherapies for neurodegenerative diseases, and discontinued its previous business selling digital data recorders. The Company was incorporated in the State ofDelaware on November 15, 2006, and previously was incorporated in the State of Washington. In October 2004, the Company formed its wholly-ownedsubsidiary, Brainstorm Cell Therapeutics Ltd. In Israel (the “Israeli Subsidiary”). The Israeli Subsidiary formed wholly-owned subsidiaries Brainstorm CellTherapeutics UK Ltd., in the United Kingdom on February 19, 2013, Advanced Cell Therapies Ltd. in Israel on June 21, 2018 and Brainstorm Cell TherapeuticsLimited in Ireland on October 1, 2019. A reverse stock split of the Company’s shares of Common Stock by a ratio of 1-for-15 was effected after market close onSeptember 15, 2014, in connection with the September 30, 2014 listing of the Company’s Shares of Common Stock on the NASDAQ Capital Market. Unlessotherwise indicated, all share numbers and exercise prices in this Annual Report on Form 10-K are split-adjusted. The Company’s Common Stock trades on the NASDAQ Capital Market under the ticker symbol “BCLI.” Company Business Strategy Our business strategy is to develop and commercialize NurOwn® for the treatment of neurodegenerative disease. The highest company priority is rapid executionof the U.S. randomized, double-blind, placebo-controlled ALS Phase 3 trial and open-label, multicenter Phase 2 clinical trial in progressive MS. Both clinicalprograms are expected to read out in fourth quarter of 2020. We are also leveraging strong existing pre-clinical data, to advance innovative IND-enabling pre-clinical programs in several neurodegenerative disease and we areengaging scientific and regulatory experts and our scientific advisory board to identify and pursue the most attractive scientific, clinical and business opportunities.We are actively engaged in several ongoing development projects with the goal of increasing the scale and efficiency of NurOwn® manufacturing. We are alsopreparing our manufacturing and supply chain systems for commercial launch. Therefore, our core business strategy is to fully execute the Phase 3 and Phase 2 Clinical Trials, generate the highest quality clinical trial data and submit a BLAfor NurOwn® in ALS. We may also choose to seek a strategic partnership with a pharmaceutical or biotechnology company for the global commercialization ofNurOwn® for ALS, or to support the execution of additional BLA-enabling clinical programs in other neurodegenerative diseases. NurOwn® in CNS Disease We are strategically focused on fully executing the clinical development of NurOwn® in ALS and progressive MS as well as continuing our pre-clinical evaluationof the NurOwn® technology platform in other CNS disorders based on a broad preclinical experience in ALS, Parkinson’s Disease, Huntington’s Disease, MS andAutism. Amyotrophic Lateral Sclerosis (ALS) ALS, often referred to as “Lou Gehrig's disease,” is a progressive neurodegenerative disease that primarily affects motor nerve cells in the brain and the spinalcord. Motor neurons reach from the brain to the spinal cord and from the spinal cord to the muscles throughout the body. The progressive degeneration of the motorneurons in ALS patients lead to progressive weakness, respiratory failure and eventually, death. The median survival for ALS patients is between 2 and 5 yearsfrom the onset of symptoms. Across the world, the prevalence of ALS is approximately 4-7 per 100,000. It is estimated that as many as 30,000 Americans have thedisease at any given time, with about 51,000 individuals affected in the territory of the European Single Market. Estimated annual treatment and health care costsfor advanced stage patients can be as high as $100,000-$200,000 per annum. Worldwide it is estimated that there are 450,000 patients with ALS. 11 Treatment decisions are typically determined by the patient's symptoms, preferences and the stage of the disease. Approved disease modifying medicationsinclude: ·Riluzole –approved by the FDA to treat ALS. Riluzole extends the time to death or ventilation by several months; however, it has not been shown toimprove the daily functioning of ALS patients. ·Radicava (Edaravone) – a free radical scavenger- recently approved by FDA (May 2017) based on a single Phase 3 study carried out in Japan. Progressive Multiple Sclerosis (PMS) Progressive Multiple Sclerosis (PMS) is characterized by the relentless accumulation of central nervous system injury due to peripheral and compartmentalizedinflammation, demyelination, axonal damage, and neuronal degeneration and results in increasing motor, visual, and cognitive impairment and significantdisability that impacts daily living, employment, and socioeconomic status. There is currently no effective regenerative therapy for this disabling disease thataffects approximately one million individuals in the US. There are currently over 1.25 million people with PMS worldwide, with roughly 0.5 million of these patients located in the U.S. Over 10,000 new cases arediagnosed annually in the U.S., mostly affecting women between the ages of 20 and 50. Annual drug treatment costs for MS can be as much as $80,000 a year perpatient. The lack of safe and effective therapies in progressive MS, the intrinsic immunomodulatory properties of MSC-NTF cells and the potential of MSC-NTF secretedneurotrophic factors to promote neuronal repair and remyelination makes NurOwn® an attractive treatment option to evaluate in PMS. Parkinson’s Disease (PD) PD is a chronic, progressive neurodegenerative disorder in which dopamine-producing neurons residing in the Substantia Nigra region of the brain undergodegeneration and eventually die, resulting in progressive impairment in movement and gait. Multiple other cell types throughout the central and peripheralautonomic nervous system are also involved and the disease is associated with many non-motor symptoms that add to overall disability. The cause of the disease ispresently unknown. PD is the second-most common neurodegenerative disorder. Over 7 million people worldwide suffer from PD, of whom about one million are in the United States.Most people are diagnosed with the disease between the ages of 55 and 65 and about 85% of people with PD are over the age of 65. Prevalence of PD is increasingin line with the general aging of the population. The total economic burden of the disease has been estimated by the National Parkinson Foundation to exceed $14billion annually in the U.S. alone. Treatment of PD primarily comprises symptomatic treatment through dopamine replacement, either directly (Levodopa), with dopamine mimetics or by inhibitionof its breakdown. These treatments focus on treating the symptoms of the disease and are not a cure for PD. Levodopa has a propensity to cause serious motorresponse complications with long-term use such as on-off phenomenon, motor fluctuations and involuntary movements. Moreover, effective drug dosage oftenrequires gradual increase, leading to more adverse side effects and eventual resistance to its therapeutic action. This greatly limits patient benefit. Therefore,physicians and researchers have sought Levodopa-sparing strategies in patients with early-stage disease to delay the need for Levodopa. PD is also treated by Deep Brain Stimulation (“DBS”), which consists of implanting electrodes deep into the brain to provide permanent electrical stimulation tospecific areas of the brain and to cause a delay in the activity in those areas. However, DBS is problematic as it may be associated with significant treatmentmorbidity such as bleeding in the brain, infection and depression. In addition, similar to drug therapy, DBS focuses on treating the symptoms of PD and does notprovide a cure. There is a great unmet need for novel approaches towards the effective management of PD and the MSC-NTF cell technology platform represents a promisingapproach. Intellectual Property We are committed to the protection of our technology and intellectual property with patents and other methods described below. 12 We are the sole licensee or assignee of 17 granted patents 4 allowed patents and 21 patent applications in the United States, Europe, and Israel, as well as inadditional countries worldwide, including countries in the Far East and South America (in calculating the number of granted patents, each European patentvalidated in multiple jurisdictions was counted as a single patent). On June 18, 2006, an International Patent Application (Publication No. WO 2006/134602) was filed entitled "Isolated Cells and Populations Comprising Same forthe Treatment of CNS Diseases." National phase applications were filed in many jurisdictions including US and Europe. On February 11, 2014, the U.S. Patent andTrademark Office (“USPTO”) granted US patent, 8,647,874 which claims priority from this PCT application. This patent relates to the production method of theCompany's proprietary stem cells induced to secrete large quantities of neurotrophic factors. On September 3, 2014, a European patent was granted by the European Patent Office (“EPO”) which claims priority from WO 2006/134602. This patent (Pat. No.1893747), has been validated in the following European countries: CH, CZ, DE, DK, ES, FR, GB, IE, IT and NL. The granted claims relate to the method ofgenerating the cells. On January 30, 2018, the U.S. Patent and Trademark Office (“USPTO”) granted US patent, No. 9,879,225 which claims priority from this same PCT applicationThis patent relates to methods of treating amyotrophic lateral sclerosis (ALS) and Parkinson's disease using mesenchymal stem cells that secrete neurotrophicfactors, specifically glial derived neurotrophic factor (GDNF). On May 26, 2009, an International Patent Application (Publication No. WO 2009/144718) was filed entitled "Mesenchymal stem cells for the treatment of CNSdiseases". National phase applications were filed in US, Europe and Israel. On March 4, 2014, we were granted U.S. Patent (No. 8,663,987) which claims priority from WO 2009/144718. The claims of this granted patent relate to thecomposition of cells. On August 6, 2013, an International Patent Application (Publication No. WO 2014/024183) was filed entitled "Methods of generating Mesenchymal stem cellswhich secrete neurotrophic factors". National phase applications were filed in the US, Europe, Hong Kong, Canada, Brazil, Japan and Israel. A divisional patent application therefrom was granted as US Patent No. 8,900,574 on December 2, 2014. The claims of this granted patent relate to a method oftreating neurodegenerative disorders by administering MSC-derived cells which secrete BDNF and do not secrete bNGF. The neurodegenerative diseases includeParkinson’s disease, amyotrophic lateral sclerosis (ALS) and Huntingdon’s disease. A subsequent divisional patent application therefrom was granted on October 25, 2016 as United States Patent No. 9,474,787 titled "Mesenchymal Stem Cells forthe Treatment of CNS Diseases. The granted claims cover mesenchymal stem derived-cells that secrete neurotrophic factors, including brain-derived neurotrophicfactor (BDNF) and glial derived neurotrophic factor (GDNF), as well as pharmaceutical compositions comprising these factors. In September 2015, we were granted patent No. 209604 by Israel’s Patent Office for our application titled “Mesenchymal stem cells for the treatment of CNSdiseases " which claims priority from WO 2009/144718. The claims cover the cell composition itself, the method of generating and the use of the cells for treatingany CNS disease or disorder. In July, 2018, the European Patent Office ("EPO") granted a Europe-wide patent for Patent No 2285951, which claims priority from WO 2009/144718. Theallowed claims cover methods of treating ALS using mesenchymal stem cells that secrete neurotrophic factors, including brain derived neurotrophic factor(BDNF). This patent will provide protection for MSC-NTF cells (NurOwn®) in the EU validated states until 2029. In August, 2018, the USPTO granted US Patent No 10,052,363 which relates to methods of treating ALS, Parkinson's disease and Huntington Disease withNurOwn®. This patent will provide protection for MSC-NTF cells (NurOwn®) in the US until 2029. On July 6, 2018, the Japanese Patent Office ("JPO") granted Japanese patent No. 6,362,596, entitled: 'Methods of Generating Mesenchymal Stem Cells whichSecrete Neurotrophic Factors” which claims priority from WO 2014/024183. This patent will provide protection for MSC-NTF cells (NurOwn®) in Japan until2033. The allowed claims cover a method of generating cells which secrete brain derived neurotrophic factor (BDNF), glial derived neurotrophic factor (GDNF),hepatocyte growth factor (HGF) and vascular endothelial growth factor (VEGF). On August 24, 2018, the U.S. Patent and Trademark Office (“USPTO”) granted US Patent No. 10,046,010 titled 'Methods of Generating Mesenchymal Stem Cellswhich Secrete Neurotrophic Factors'. Allowed claims cover the method for generating MSC-NTF cells (NurOwn®) in industrial amounts for clinical practice. Thispatent will provide protection for MSC-NTF cells (NurOwn®) in the US until 2033. 13 On October 10th 2018 the European Patent Office allowed the European Patent Application No. 13164650.7 titled “Mesenchymal stem cells for the treatment ofCNS diseases" which claims priority from WO 2009/144718. The allowed claims cover the isolated cells as well as their use in the manufacture of a medicamentfor treating a CNS disease or disorder (selected from the group consisting of Parkinson's, multiple sclerosis, epilepsy, amyotrophic lateral sclerosis, stroke,autoimmune encephalomyelitis, diabetic neuropathy, glaucomatous neuropathy, Alzheimer's disease and Huntingdon's disease) On December 21, 2018, the Israel Patent Office granted patent No. 237124 titled 'Methods of Generating Mesenchymal Stem Cells which Secrete NeurotrophicFactors'. Allowed claims cover the isolated population of cells, the method of manufacturing the cells, and the use of the isolated population of cells for preparationof a medicament for treating a disease (consisting of a neurodegenerative disease, a neurological disease and an immune disease etc.). In March 2019 the European Patent Office ("EPO") granted a European-wide patent titled 'Mesenchymal Stem Cells for the treatment of CNS Diseases.' TheEuropean Patent Application published in the European Patent Bulletin 19/13 on March 27, 2019, under Patent No. 2620493. The allowed claims cover theisolated cells as well as their use in the manufacture of a medicament for treating a CNS disease or disorder, selected from the group consisting of: Parkinson's,multiple sclerosis, epilepsy, amyotrophic lateral sclerosis, stroke, autoimmune encephalomyelitis, diabetic neuropathy, glaucomatous neuropathy, Alzheimer'sdisease and Huntingdon's disease. On, August 27, 2019, the Canadian Intellectual Property Office granted Canadian Patent No. 2,877,223 entitled ‘Methods of Generating Mesenchymal Stem Cellswhich secrete Neurotrophic Factors’. The allowed claims cover the method for generating the Mesenchymal Stem Cells Secreting Neurotrophic Factors (MSC-NTF cells). On September 16, 2019, the United States Patent and Trademark Office (USPTO) issued a Notice of Allowance for BrainStorm's new US Patent Application,number: 15/113,105, titled: ‘Method of Qualifying Cells'. The allowed claims cover a pharmaceutical composition for MSC-NTF cells secreting neurotrophicfactors (NurOwn®) comprising a culture medium as a carrier and an isolated population of differentiated bone marrow-derived MSCs that secrete neurotrophicfactors. US Patent No. 10,564,149 for this application was granted on February 18, 2020 and titled ‘Populations of Mesenchymal Stem Cells that secreteNeurotrophic Factors’. On October 21, 2019, the Japan Patent Office (JPO) issued a Decision to Grant Japanese Patent Application, number: 2016-548691, titled: ‘Method of QualifyingCells.’ The patent covers cell populations which are therapeutic for the treatment of ALS and the method of qualifying the cells for therapeutic use. On December 6, 2019 the Hong Kong patent office granted patent No. HK1182133 titled “Mesenchymal stem cells for the treatment of CNS diseases" whichclaims priority from WO 2009/144718. The allowed claims cover the isolated cells as well as their use in the manufacture of a medicament for treating a CNSdisease or disorder, selected from the group consisting of: Parkinson's, multiple sclerosis, epilepsy, amyotrophic lateral sclerosis, stroke, autoimmuneencephalomyelitis, diabetic neuropathy, glaucomatous neuropathy, Alzheimer's disease and Huntingdon's disease. On January 9, 2020 the European Patent Office (EPO) communicated its intention to grant a European patent titled 'Methods of Generating Mesenchymal StemCells which secrete Neurotrophic Factors' (Application No. 13767124.4). Allowed claims cover the method for manufacturing MSC-NTF cells (NurOwn®). On January 27, 2020 the Israeli Patent Office issued a Notice of Acceptance for Israeli patent application No. 246943 titled ‘Method of Qualifying Cells'. Theallowed claims cover the cells that secrete neurotrophic factors which are qualified to be useful as a therapeutic for treating ALS and a method for qualifying saidcell population. On January 29, 2020 the European Patent Office (EPO) has communicated its intention to grant a European patent titled 'Methods of Generating MesenchymalStem Cells which secrete Neurotrophic Factors'. Allowed claims cover the method for manufacturing MSC-NTF cells (NurOwn®). Patents protecting NurOwn® have been issued in the United States, Japan, Europe, Hong-Kong and in Israel. 14 Additional PCT patent applications have been filed and National phase applications are currently under examination in several jurisdictions worldwide.Specifically, International Patent Application WO2015/121859 was filed on February 11, 2015, and WO 2018/015945 was filed on July 13, 2017. The following table provides a description of our key patents and patent applications and is not intended to represent an assessment of claims, limitations or scope.In some cases, a jurisdiction is listed as both pending and granted for a single patent family. This is due to pending continuation or divisional applications of thegranted case. FamilyNo.Patent Name/ Int. App. No.PendingJurisdictionsAllowedJurisdictionsGrantedJurisdictionsExpiryDate1Isolated Cells and Populations Comprising Same for theTreatment of CNS Diseases/PCT/IL2006/000699US Europe, US20302Mesenchymal Stem Cells for The Treatment of CNSDiseases PCT/ IL2009/000525US, Hong Kong,Europe US, Israel,Europe, HongKong20323Methods of Generating Mesenchymal Stem Cells whichSecrete Neurotrophic Factors / PCT/IL2013/050660US, Europe, HongKong, Israel,Canada, Brazil,JapanIsraelUS, Canada,Japan, Israel,Europe20384Method of Qualifying Cells /PCT IL2015/050159Europe, Hong Kong,Canada, Brazil,JapanJapan, Israel 2040Populations of Mesenchymal Stem Cells that secreteNeurotrophic Factors US5Methods of treating ALS PCT/IL2017/050801US, Europe, Israel,Japan, S. Korea,Australia, Canada 20426Cell-Type Specific Exosomes and Use ThereofPCT/IL2019/050401PCT 2043 Trademarks NurOwn® is a registered trademark (application no. 85154891, filed October 18, 2010) for use in connection with “compositions of cells derived from stem cellsfor medical purposes; stem cells for medical purposes.” US Trademark No. 4641441 for NurOwn® was registered on November 18, 2014. The patent applications of families #1 and #2 (see table above) as well as relevant know-how and research results are either licensed or joint with Ramot. Weintend to work with Ramot to protect and enhance our mutual intellectual property rights by filing continuations and divisional patent applications. The currentNurOwn® proprietary technology is fully owned by Brainstorm Cell Therapeutics Ltd., our wholly-owned subsidiary (the “Israeli Subsidiary”). All grantedpatents related to NurOwn® (MSC-NTF cells) manufacturing process and clinical development (families #3 through #6) are fully assigned to and owned byBrainstorm Cell Therapeutics Ltd. New discoveries arising in the course of research and development within the Company were and will be patented by usindependently. Research and License Agreement with Ramot The Company has maintained a commercial relationship with Ramot, the technology transfer group within Tel Aviv University, since July 2004, when theCompany and Ramot entered into a Research and License Agreement (the “Original Agreement”). The Original Agreement was amended in both March and Mayof 2006, when the parties signed, respectively, an Amended and Restated Research and License Agreement (the “Amended and Restated Agreement”) andAmendment Number 1 to the Amended and Restated Agreement. Thereafter, the Company and Ramot entered into a Letter Agreement in December 2009 whichfurther amended the Amended and Restated Agreement by releasing the Company from various duties and obligations (including the Company’s commitment tofund three (3) years of additional Ramot research - a financial commitment of $1,140,000), while converting other payments due and owing to Ramot by theCompany into shares of Common Stock. In December 2011, the Company assigned the Amended and Restated Agreement (as amended) to its Israeli Subsidiarywith the consent of Ramot, provided the Company agreed to guaranty the performance obligations of its Israeli Subsidiary thereunder. The Amended and RestatedAgreement was amended in both April 2014 (Amendment Number 2) and March 2016 (Amendment Number 3). 15 In addition to the foregoing, on April 30, 2014, the Israeli Subsidiary executed a consulting agreement (the “Offen Consulting Agreement”) with Professor Offenof Tel Aviv University, which expressly replaced their previous agreement (signed in July 2004). Pursuant to the Offen Consulting Agreement, Professor Offengranted our Israeli Subsidiary exclusive rights, title and interest in and to all work product and deliverables resulting from the provision of his services thereunder,except that any new intellectual property arising from this agreement would be deemed a joint invention that is jointly owned by both our Israeli Subsidiary andRamot. No joint inventions resulted from this consulting agreement and it was terminated on January 18, 2018. The primary focus of our agreements (and subsequent amendments) with Ramot has and continues to be the commissioning of a group of scientists within TelAviv University to carry out research in the area of the stem-cell technology referenced above, and the granting of rights to the Company (and later our IsraeliSubsidiary, after the assignment referenced above) in the inventions, know-how and results procured from such research (the “Ramot IP”). In consideration for the rights granted to our Israeli Subsidiary in and to the Ramot IP, our Israeli Subsidiary is required to pay Ramot royalties ranging betweenthree percent (3%) and five percent (5%) of all net sales realized from the exploitation of the Ramot IP, as well as remittances of between twenty percent (20%) andtwenty-five percent (25%) on revenues received from the sub-licensing of the Ramot IP. Pursuant to the third amendment of the Amended and Restated Agreement referenced above, Ramot agreed to convert the exclusive licenses then-existing, tooutright transfers and assignments of the Ramot IP, thereby granting our Israeli Subsidiary ownership thereof. Government Regulation and Product Approval Once fully developed, we intend to market our bone marrow derived differentiated neurotrophic-factor secreting cell products, NurOwn®, for autologoustransplantation in patients by neurosurgeons in medical facilities in the U.S., Europe, Japan and Israel. In January 2013, the EMA Committee for Advanced Therapies designated NurOwn® as an Advanced Therapy Medicinal Product. U.S. Drug Development Process The FDA regulates drugs under the Federal Food, Drug, and Cosmetic Act, or FDCA, and implementing regulations. Drugs are also subject to other federal, stateand local statutes and regulations. Biologics are subject to regulation by the FDA under the FDCA, the Public Health Service Act, or the PHSA, and relatedregulations and other federal, state and local laws and regulations. Biological products include a wide variety of products including vaccines, blood and bloodcomponents, gene therapies, tissue and proteins. Unlike most prescription products made through chemical processes, biological products generally are made fromhuman and/or animal materials. To be lawfully marketed in interstate commerce, a biologic product must be the subject of a Biological License Application(“BLA”), issued by the FDA on the basis of a demonstration that the product is safe, pure and potent, and that the facility in which the product is manufacturedmeets standards to assure that it continues to be safe, pure and potent. The FDA has developed and is continuously updating the requirements with respect to celland gene therapy products and has issued documents concerning the regulation of cellular and tissue-based products. Manufacturers of cell and tissue-basedproducts must comply with the FDA’s current good tissue practices, or cGTP, which are FDA regulations that govern the methods used in, and the facilities andcontrols used for, the manufacture of such products. The primary intent of the cGTP requirements is to ensure that cell and tissue-based products are manufacturedin a manner designed to prevent the introduction, transmission and spread of communicable disease. 16 The process of obtaining regulatory approvals and ensuring compliance with appropriate federal, state, local and foreign statutes and regulations requires theexpenditure of substantial time and financial resources. Failure to comply with the applicable U.S. requirements at any time during the product developmentprocess, approval process, or after approval, may subject an applicant to administrative or judicial sanctions. These sanctions could include the FDA’s refusal toapprove pending applications, withdrawal of an approval, a clinical hold, warning letters, product recalls, product seizures, product detention, total or partialsuspension of production or distribution, injunctions, fines, refusals of government contracts, restitution, disgorgement or civil or criminal penalties. The processrequired by the FDA before a biological product or drug may be marketed in the United States generally involves the following: ·Completion of preclinical laboratory tests, animal studies and formulation studies according to Good Laboratory Practices or other regulations; ·Submission to the FDA of an investigational new drug application, or IND, which must become effective before human clinical trials may begin; ·Performance of adequate and well-controlled clinical trials according to Good Clinical Practices, or GCP, to establish the safety and efficacy of theproposed biological product or drug for its intended use; ·Submission to the FDA of a new drug application, or NDA, for a new drug; or a biologic license application for a new biological product; ·Satisfactory completion of an FDA inspection of the manufacturing facility or facilities at which the drug is produced to assess compliance with GoodManufacturing Practices, or cGMP, to assure that the facilities, methods and controls are adequate to preserve the drug’s or biologic’s identity, strength,quality and purity; and ·FDA review and approval of the BLA or NDA. The testing and approval process require substantial time, effort and financial resources and we cannot be certain that any approvals for our stem cell therapies willbe granted on a timely basis, if at all. All clinical trials must be conducted under the supervision of one or more qualified investigators in accordance with GCP regulations. These regulations includethe requirement that all research subjects provide informed consent. Further, an institutional review board, or IRB, must review and approve the plan for anyclinical trial before it commences at any institution. An IRB considers, among other things, whether the risks to individuals participating in the trials are minimizedand are reasonable in relation to anticipated benefits. The IRB also approves the information regarding the clinical trial and the consent form that must be providedto each clinical trial subject or his or her legal representative and must monitor the clinical trial until completed. Once an IND is in effect, each new clinicalprotocol and any amendments to the protocol must be submitted to the IND for FDA review, and to the IRBs for approval. Human clinical trials are typically conducted in three sequential phases that may overlap or be combined: ·Phase 1. The product is initially introduced into healthy human subjects and tested for safety, dosage tolerance, absorption, metabolism, distribution andexcretion. In the case of some products for severe or life-threatening diseases, especially when the product may be too inherently toxic to ethicallyadminister to healthy volunteers, the initial human testing may be conducted in patients having the specific disease. ·Phase 2. Phase 2 trials involve investigations in a limited patient population to identify possible adverse effects and safety risks, to preliminarily evaluatethe efficacy of the product for specific targeted diseases and to determine dosage tolerance and the optimal dosage and schedule. ·Phase 3. Clinical trials are undertaken to further evaluate dosage, clinical efficacy and safety in an expanded patient population at geographicallydispersed clinical trial sites. These trials are intended to establish the overall risk/benefit ratio of the product and provide an adequate basis for regulatoryapproval and product labeling. Post-approval studies, also called Phase 4 trials, may be conducted after initial marketing approvals. These studies are used to obtain additional experience fromthe treatment of patients in the intended therapeutic indication and may be required by the FDA as part of the approval process. Progress reports detailing the results of the clinical trials must be submitted at least annually to the FDA and safety reports must be submitted to the FDA and theinvestigators for serious and unexpected side effects. Phase 1, Phase 2 and Phase 3 testing may not be completed successfully within any specified period, if at all.The FDA or the sponsor may suspend or terminate a clinical trial at any time on various grounds, including a finding that the research subjects or patients are beingexposed to an unacceptable health risk. Similarly, an IRB can suspend or terminate approval of a clinical trial at its institution if the clinical trial is not beingconducted in accordance with the IRB’s requirements or if the stem cell therapy has been associated with unexpected serious harm to patients. Concurrent with clinical trials, companies usually complete additional animal studies and must also develop additional information about the chemistry andphysical characteristics of the product and finalize a process for manufacturing the product in commercial quantities in accordance with cGMP requirements. Themanufacturing process must be capable of consistently producing quality batches of the stem cell therapy and, among other things, the manufacturer must developmethods for testing the identity, strength, quality and purity of the final product. Additionally, appropriate packaging must be selected and tested and stabilitystudies must be conducted to demonstrate that the stem cell therapy does not undergo unacceptable deterioration over its shelf life. The results of product development, preclinical studies and clinical trials, along with descriptions of the manufacturing process, analytical tests conducted on thestem cell therapy, proposed labeling and other relevant information, are submitted to the FDA as part of an NDA or BLA, requesting approval to market theproduct. The submission of an NDA or BLA is subject to the payment of substantial user fees which may be waived under certain limited circumstances. 17 The approval process is lengthy and difficult and the FDA may refuse to approve a BLA or NDA if the applicable regulatory criteria are not satisfied or mayrequire additional clinical data or other data and information. If a product receives regulatory approval, the approval may be significantly limited to specific diseases and dosages or the indications for use may otherwise belimited, which could restrict the commercial value of the product. Further, the FDA may require that certain contraindications, warnings or precautions be includedin the product labeling. In addition, the FDA may require Phase 4 testing which involves clinical trials designed to further assess a drug’s or biologic’s safety andeffectiveness after BLA or NDA approval and may require testing and surveillance programs to monitor the safety of approved products that have beencommercialized. Orphan Drug Designation Under the Orphan Drug Act, the FDA may grant orphan designation to a stem cell therapy intended to treat a rare disease or condition, which is generally a diseaseor condition that affects fewer than 200,000 individuals in the United States, or more than 200,000 individuals in the United States and for which there is noreasonable expectation that the cost of developing and making a stem cell therapy available in the United States for this type of disease or condition will berecovered from sales of the product. Orphan product designation must be requested before submitting an NDA or BLA. After the FDA grants orphan productdesignation, the identity of the therapeutic agent and its potential orphan use are disclosed publicly by the FDA. Orphan product designation does not convey anyadvantage in or shorten the duration of the regulatory review and approval process. However, orphan product designation does provide the potential for a period ofexclusivity and we may be eligible for grant funding of up to $400,000 per year for four years to defray costs of clinical trial expenses, tax credits for clinicalresearch expenses and potential exemption from the FDA application user fee. If a product that has orphan designation subsequently receives the first FDA approval for the disease or condition for which it has such designation, the product isentitled to orphan product exclusivity, which means that the FDA may not approve any other applications to market the same stem cell therapy for the sameindication for seven years, except in limited circumstances, such as (i) the drug’s orphan designation is revoked; (ii) its marketing approval is withdrawn; (iii) theorphan exclusivity holder consents to the approval of another applicant’s product; (iv) the orphan exclusivity holder is unable to assure the availability of asufficient quantity of drug; or (v) a showing of clinical superiority to the product with orphan exclusivity by a competitor product. Competitors, however, mayreceive approval of different products for the indication for which the orphan product has exclusivity or obtain approval for the same product but for a differentindication for which the orphan product has exclusivity. Orphan product exclusivity also could block the approval of one of our products for seven years if acompetitor obtains approval of the same stem cell therapy as defined by the FDA or if our stem cell therapy is determined to be contained within the competitor'sproduct for the same indication or disease. If a stem cell therapy designated as an orphan product receives marketing approval for an indication broader than whatis designated, it may not be entitled to orphan product exclusivity. Orphan drug status in the European Union has similar but not identical benefits in the EuropeanUnion. In February 2011, we received Orphan Drug Designation for NurOwn® for the treatment of ALS in the United States. In July 2013, we received Orphan MedicinalProduct Designation for NurOwn® for the treatment of ALS from the European Commission. Orphan designation grants a 10-year marketing exclusivity in the EUfor the designated indication, as well as several other regulatory incentives. Patent Term Restoration and Marketing Exclusivity Depending upon the timing, duration and specifics of FDA marketing approval of our stem cell therapies, some of our U.S. patents may be eligible for limitedpatent term extension under the Drug Price Competition and Patent Term Restoration Act of 1984, commonly referred to as the Hatch-Waxman Amendments. TheHatch-Waxman Amendments permit a patent restoration term of up to five years as compensation for patent term lost during product development and the FDAregulatory review process. However, patent term restoration cannot extend the remaining term of a patent beyond a total of 14 years from the product’s approvaldate. The patent term restoration period is generally one-half the time between (a) the effective date of an IND and the submission date of a BLA or an NDA plus(b) the time between the submission date of a BLA or an NDA and the approval of that application. Only one patent applicable to an approved stem cell therapy iseligible for the extension and the application for the extension must be submitted prior to the expiration of the patent and within 60 days of approval of the stemcell therapy. The U.S. Patent and Trademark Office, in consultation with the FDA, reviews and approves the application for any patent term extension orrestoration. 18 Post-Approval Requirements Any drugs for which we receive FDA approval are subject to continuing regulation by the FDA, including, among other things, record-keeping requirements,reporting of adverse effects with the product, reporting of changes in distributed products which would require field alert reports (“FARs”) for drugs and biologicalproduct deviation reports (“BPDRs”), providing the FDA with updated safety and efficacy information, product sampling and distribution requirements, complyingwith certain electronic records and signature requirements and complying with FDA promotion and advertising requirements. In September 2007, the Food andDrug Administration Amendments Act of 2007 was enacted, giving the FDA enhanced post-marketing authority, including the authority to require post marketingstudies and clinical trials, labeling changes based on new safety information, and compliance with risk evaluations and mitigation strategies, or REMS, approvedby the FDA. The FDA strictly regulates labeling, advertising, promotion and other types of information on products that are placed on the market. Drugs andbiologics may be promoted only for the approved indications and in accordance with the provisions of the approved label. Further, manufacturers of drugs andbiologics must continue to comply with cGMP requirements, which are extensive and require considerable time, resources and ongoing investment to ensurecompliance. In addition, changes to the manufacturing process generally require prior FDA approval before being implemented and other types of changes to theapproved product, such as adding new indications and additional labeling claims, are also subject to further FDA review and approval. Drug and biologic manufacturers and other entities involved in the manufacturing and distribution of approved drugs and biologics are required to register theirestablishments with the FDA and certain state agencies, and are subject to periodic unannounced inspections by the FDA and certain state agencies for compliancewith cGMP, GTP applicable to biologics, and other laws. The cGMP requirements apply to all stages of the manufacturing process, including the production,processing, sterilization, packaging, labeling, storage and shipment of the drug. Manufacturers must establish validated systems to ensure that products meetspecifications and regulatory standards, and test each product batch or lot prior to its release. The FDA may withdraw a product approval if compliance with regulatory standards is not maintained or if problems occur after the product reaches the market.Discovery of previously unknown problems with a product subsequent to its approval may result in restrictions on the product or even complete withdrawal of theproduct from the market. Further, the failure to maintain compliance with regulatory requirements may result in administrative or judicial actions, such as fines,warning letters, holds on clinical trials, product recalls or seizures, product detention or refusal to permit the import or export of products, refusal to approvepending applications or supplements, restrictions on marketing or manufacturing, injunctions or civil or criminal penalties. From time to time, legislation is drafted, introduced and passed in Congress that could significantly change the statutory provisions governing the approval,manufacturing and marketing of products regulated by the FDA. In addition to new legislation, the FDA regulations and policies are often revised or reinterpretedby the agency in ways that may significantly affect our business and our stem cell therapies. It is impossible to predict whether further legislative or FDAregulation or policy changes will be enacted or implemented and what the impact of such changes, if any, may be. Foreign Regulation In addition to regulations in the United States, we will be subject to a variety of foreign regulations governing clinical trials and commercial sales and distributionof our stem cell therapies to the extent we choose to clinically evaluate or sell any products outside of the United States. Whether or not we obtain FDA approvalfor a product, we must obtain approval of a product by the comparable regulatory authorities of foreign countries before we can commence clinical trials ormarketing of the product in those countries. The approval process varies from country to country and the time may be longer or shorter than that required for FDAapproval. The requirements governing the conduct of clinical trials, product licensing, pricing and reimbursement vary greatly from country to country. As in theUnited States, post-approval regulatory requirements, such as those regarding product manufacture, marketing, or distribution would apply to any product that isapproved outside the United States. Third Party Payor Coverage and Reimbursement Coverage and reimbursement status of any approved therapy carries uncertainty and risk. In both the United States and foreign markets, our ability tocommercialize our stem cell therapies successfully, and to attract commercialization partners for our stem cell therapies, depends in significant part on theavailability of adequate financial coverage and reimbursement from third party payors, including, in the United States, governmental payors such as the Medicare,Medicaid and the Ventrans Affairs Health programs. and private health insurers. Medicare is a federally funded program managed by the Centers for Medicare andMedicaid Services, or CMS, through local fiscal intermediaries and carriers that administer coverage and reimbursement for certain healthcare items and servicesfurnished to the elderly and disabled. Medicaid is an insurance program for certain categories of patients whose income and assets fall below state defined levelsand who are otherwise uninsured that is both federally and state funded and managed by each state. The federal government sets general guidelines for Medicaidand each state creates specific regulations that govern its individual program. Each payor has its own process and standards for determining whether it will coverand reimburse a procedure or particular product. Private payors often rely on the lead of the governmental payors in rendering coverage and reimbursementdeterminations. Therefore, achieving favorable CMS coverage and reimbursement is usually a significant gating issue for successful introduction of a new product.The competitive position of some of our products will depend, in part, upon the extent of coverage and adequate reimbursement for such products and for theprocedures in which such products are used. Prices at which we or our customers seek reimbursement for our stem cell therapies can be subject to challenge,reduction or denial by the government and other payors. 19 Possible legislation at the Federal and State levels in the United States focused on cost containment and price transparency may impact our ability to sell our stemcell therapies for maximum profitably. It appears likely that the pressure on pharmaceutical pricing will continue, especially under the Medicare program, whichmay also increase our regulatory burdens and operating costs. Moreover, additional changes could be made to governmental healthcare programs that couldsignificantly impact the success of our stem cell therapies. The 21st Century Cures Act and its regenerative medicine provisions may be beneficial to the development of our stem cell therapy. The 21st Century Cures Actwas signed into law on December 13, 2016. The goal of this landmark legislation is to accelerate the discovery, development, and delivery of new treatments. Itincludes regenerative medicines provisions aimed at bringing new innovations and advances to patients quicker and more efficiently. On November 16, 2017, theUS Food and Drug Administration (FDA) issued a comprehensive regenerative medicine policy framework. The draft guidance issued by the FDA defines theregenerative medicine provisions in the 21st Century Cures Act by providing additional information to further the development and access to innovativeregenerative medicine therapies. The cost of pharmaceuticals continues to generate substantial governmental and third-party payor interest. We expect that the pharmaceutical industry willexperience pricing pressures due to the trend toward managed healthcare, the increasing influence of managed care organizations and additional legislativeproposals. Our results of operations could be adversely affected by current and future healthcare reforms. Some third-party payors also require pre-approval of coverage for new or innovative devices, biologics or drug therapies before they will reimburse healthcareproviders that use such therapies. While we cannot predict whether any proposed cost-containment measures will be adopted or otherwise implemented in thefuture, the announcement or adoption of these proposals could have a material adverse effect on our ability to obtain adequate prices for our stem cell therapies andoperate profitably. Different pricing and reimbursement schemes exist in other countries. In the European Union, governments influence the price of pharmaceutical products throughtheir pricing and reimbursement rules and control of national health care systems that fund a large part of the cost of those products to consumers. Somejurisdictions operate positive and negative list systems under which products may only be marketed once a reimbursement price has been agreed. To obtainreimbursement or pricing approval, some of these countries may require the completion of clinical trials that compare the cost-effectiveness of a particular stemcell therapy to currently available therapies. Other member states allow companies to fix their own prices for medicines, but monitor and control company profits.The downward pressure on health care costs in general, particularly prescription drugs and biologics, has become very intense. As a result, increasingly highbarriers are being erected to the entry of new products. In addition, in some countries, cross-border imports from low-priced markets exert a commercial pressureon pricing within a country. Other Healthcare Laws and Compliance Requirements In the United States, our activities are potentially subject to regulation by various federal, state and local authorities in addition to the FDA, including the Centersfor Medicare and Medicaid Services, other divisions of the United States Department of Health and Human Services (e.g., the Office of Inspector General), theUnited States Department of Justice and individual United States Attorney offices within the Department of Justice, and state and local governments. Theseregulations include: ·the federal healthcare program anti-kickback law, which prohibits, among other things, persons from soliciting, receiving or providing remuneration,directly or indirectly, to induce either the referral of an individual, for an item or service or the purchasing or ordering of a good or service, for whichpayment may be made under federal healthcare programs such as the Medicare and Medicaid programs; ·federal false claims laws which prohibit, among other things, individuals or entities from knowingly presenting, or causing to be presented, claims forpayment from Medicare, Medicaid, or other government reimbursement programs that are false or fraudulent; ·the federal Health Insurance Portability and Accountability Act of 1996, which prohibits executing a scheme to defraud any healthcare benefit program ormaking false statements relating to healthcare matters and which also imposes certain requirements relating to the privacy, security and transmission ofindividually identifiable health information; ·the federal transparency requirements under the Health Care Reform Law requires manufacturers of drugs, devices, biologics, and medical supplies toreport to the Department of Health and Human Services information related to physician payments and other transfers of value and physician ownershipand investment interests; 20 ·the FDCA, which among other things, strictly regulates drug and biologic product marketing, prohibits manufacturers from marketing stem cell therapiesfor off-label use and regulates the distribution of drug samples; and ·state law equivalents of each of the above federal laws, such as anti-kickback and false claims laws which may apply to items or services reimbursed byany third-party payor, including commercial insurers, and state laws governing the privacy and security of health information in certain circumstances,many of which differ from each other in significant ways and often are not preempted by federal laws, thus complicating compliance efforts. Compliance with Environmental, Health and Safety Laws In addition to FDA regulations, we are also subject to evolving federal, state and local environmental, health and safety laws and regulations. In the past,compliance with environmental, health and safety laws and regulations has not had a material effect on our capital expenditures. We believe that we comply in allmaterial respects with existing environmental, health and safety laws and regulations applicable to us. Compliance with environmental, health and safety laws andregulations in the future may require additional capital expenditures. Sales and Marketing We intend to establish and maintain fully-equipped cGMP-certified Cell-Processing Centers in strategic locations to conduct NurOwn® production and distributionover the broadest geographic area. Each Cell-Processing Center would receive an initial bone marrow sample of the patient, harvested at a medical center. Thepatient’s MSC cells would be isolated and expanded, in order to produce an initial dose of NurOwn® cells. A master cell bank for each individual patient wouldbe cryopreserved and maintained for production of subsequent, future NurOwn® doses on a long-term basis for future treatments. These doses would be producedas needed and transported to the medical centers, where they would then be transplanted back into the patient. We intend to seek partnering opportunities with a strategic partner as we progress towards advanced clinical development and commercialization. We are alsoinitiating activities to support commercial launch post approval by regulatory authorities. These activities include scaling out production capacity, logistics andsupply. In support of commercialization we are actively pursuing strategic partnerships. Competition There are several clinical trials underway evaluating experimental treatments for ALS, of which only two are stem cell-based trials being conducted by othercommercial entities. US-based Seneca Biopharma (NASDAQ: SNCA, formally Neuralstem) completed a Phase 2 intraspinal transplantation trial for its allogeneic,human (fetal) spinal cord derived neural stem cells. Data presented in 2015 showed that this product to be safe and well-tolerated with no acceleration in diseaseprogression due to the therapeutic intervention. Neuralstem has discussed plans for a for a larger, controlled, registration directed clinical trial but it is not clear if itwill proceed with this trial. Q Therapeutics has gained FDA clearance for a Phase 1/2 cervical surgical transplantation study with its Q-Cells®, purified human glialprogenitor cells isolated from brain tissue. The study is not recruiting patients yet. Corestem, a Korean company has commercialized its NEURONATA-R® inj.,an autologous bone marrow mesenchymal stem cell (BM-MSC) therapy for ALS in South Korea and is searching for a subcontractor for a Phase 3 study in the US.Alexion has submitted an investigational new drug application (IND) for ULTOMIRIS (ravulizumab) in ALS to the FDA in the fourth quarter of 2019 and plans toinitiate the Phase 3 study this quarter. The 50-week global study, will evaluate approximately 350 adults across a broad patient population. The study will beconducted at approximately 90 clinical trial sites across North America, Europe and Asia-Pacific. Several experimental ALS therapies such as Masitinib (AB Science), NP-001 (Neuraltus), and Actemra (Tocilizimab, Genentech) are selectively targetingneuroinflammation. AB Science completed a Phase 3 trial for masitinib in ALS. However, a regulatory filing for masitinib in another indication, indolent systemicmastocytosis, was rejected by the EU's Committee for Medicinal Products for Human Use (CHMP) because of concerns about its adherence to good clinicalpractices. Neuraltus Pharma is developing NP001, is a small molecule that modulates macrophages to promote an anti-inflammatory state in order to reduce therate of motoneuron loss. NP001 is currently being tested in a Phase 2 trial that was launched in September 2016, and topline results are expected in 2018. Aprevious Phase 2 study failed to show statistically significant benefit. Cytokinetics is a late stage biopharmaceutical company that recently completed a Phase 3clinical trial with tirasemtiv, a muscle troponin sensitizer. This study failed to demonstrate an improvement in slow vital capacity, a measure of breathing strengthor other functional improvement, and as a consequence, Cytokinetics has suspended the development of tirasemtiv. Amylyx Pharmaceuticals is developingAMX0035, a combination of two compounds, sodium phenylbutyrate and tauroursodeoxycholic acid, that are proposed to have a synergistic effect whenadministered together. Amylyx recently initiated a Phase 2 trial in ALS patients and topline results are expected in 2019. Therapies specifically targeting geneticmutations in a small subset of ALS patents, such as SOD1 and C9ORF72, are being evaluated using antisense oligonucleotide technology (Biogen, IONIS, andWAVE Therapeutics). In addition, academic institutions are also developing treatment candidates for ALS, including mesenchymal stem cells genetically modifiedto increase GDNF expression. 21 Currently, there are two approved ALS therapies, Riluzole and Radicava, that have demonstrated mild improvements in survival and ALS function, respectively.Riluzole, approved by the FDA in 1995, extends the time to death or ventilation by several months; however, it has not been shown to improve the dailyfunctioning of ALS patients. Radicava (Edaravone) is a free radical scavenger recently approved by FDA (May 2017) based on a single Phase 3 study carried outin Japan Employees We currently have 32 employees, all of whom are full-time. None of our employees is represented by a labor union. Additional Information We maintain a website at www.brainstorm-cell.com. We make available through our website, free of charge, our Annual Report on Form 10-K, Quarterly Reportson Form 10-Q, Current Reports on Form 8-K, and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Actof 1934, as amended (the “Exchange Act”), as soon as reasonably practicable after we electronically file those reports with, or furnish them to, the SEC. We alsosimilarly make available, free of charge through our website, the reports filed with the SEC by our executive officers, directors and 10% stockholders pursuant toSection 16 under the Exchange Act. We are not including the information contained at www.brainstorm-cell.com or at any other Internet address as part of, orincorporating it by reference into, this Annual Report on Form 10-K. Item 1A.RISK FACTORS Risks Related to our Financial Condition and Capital Requirements We need to raise additional capital. If we are unable to raise additional capital in favorable terms and a timely manner, we will not be able to execute ourbusiness plan and we could be forced to restrict or cease our operations. We will need to raise additional funds to meet our anticipated expenses so that we can execute our business plan. We expect to incur substantial and increasing netlosses for the foreseeable future as we increase our spending to execute our development programs. The amount of financing required will depend on many factors including our financial requirements to fund our research and clinical trials, and our ability to securepartnerships and achieve partnership milestones as well as to fund other working capital requirements. Our ability to access the capital markets or to enlist partnersis mainly dependent on the progress of our research and development and regulatory approval of our products. To date, the Company has not generated revenues from its activities and has incurred substantial operating losses. Management expects the Company to continueto generate substantial operating losses and to continue to fund its operations primarily through utilization of its current financial resources and through additionalraises of capital. Management’s plan includes raising funds from outside potential investors, including under the ATM Program. However, there is no assurance such funding willbe available to the Company or that it will be obtained on terms favorable to the Company or will provide the Company with sufficient funds to meet its objectives.Should we raise additional funds through the issuance of equity, equity-related or debt securities, these securities may have rights, preferences or privileges(including registrations rights) senior to those of the rights of our Common Stock and our stockholders will experience additional dilution. Our independent registered public accounting firm has expressed substantial doubt about our ability to continue as a going concern. As described in Note 1 of our 2019 financial statements incorporated herein by reference, our auditors in their audit opinion have expressed concern with respect toour ability to continue as a going concern. Our financial statements do not include any adjustments that may result from the outcome of this uncertainty. If wecannot continue as a viable entity, our stockholders may lose some or all of their investment in Brainstorm. Our Company has a history of losses and we expect to incur losses for the foreseeable future. As a development stage company, we are in the early stages of executing our business plan. We had no operational revenues for the fiscal years ended December31, 2018 or December 31, 2019. Our ability to operate successfully is materially uncertain and our operations are subject to significant risks inherent in adeveloping business enterprise. We are currently in the process of introducing the Company to strategic partners. In the upcoming three years, the Company willfocus on clinical trials. We are unable, at this time, to foresee when we will generate operational revenues from strategic partnerships or otherwise. Furthermore, weexpect to incur substantial and increasing operating losses for the next several years as we increase our spending to execute our development programs. Theselosses are expected to have an adverse impact on our working capital, total assets and stockholders’ equity, and we may never achieve profitability. 22 We are exposed to fluctuations in currency exchange rates. A significant portion of our business, particularly our research and development, is conducted outside the United States. Therefore, we are exposed to currencyexchange fluctuations in other currencies such as the New Israeli Shekels (“NIS”) and the Euro. Moreover, a portion of our expenses in Israel and Europe are paidin NIS and Euros, respectively, which subjects us to the risks of foreign currency fluctuations. Our primary expenses paid in NIS are employee salaries, fees forconsultants and subcontractors and lease payments on our Israeli facilities. The dollar cost of our operations in Israel will increase to the extent increases in the rate of inflation in Israel are not offset by a devaluation of the NIS inrelation to the dollar, which would harm our results of operations. Since a considerable portion of our expenses such as employees' salaries are linked to an extent to the rate of inflation in Israel, the dollar cost of our operations isinfluenced by the extent to which any increase in the rate of inflation in Israel is or is not offset by the devaluation of the NIS in relation to the dollar. As a result,we are exposed to the risk that the NIS, after adjustment for inflation in Israel, will appreciate in relation to the dollar. In that event, the dollar cost of our operationsin Israel will increase and our dollar-measured results of operations will be adversely affected. During the past few years inflation-adjusted NIS appreciated againstthe dollar, which raised the dollar cost of our Israeli operations. We cannot predict whether the NIS will appreciate against the dollar or vice versa in the future.Any increase in the rate of inflation in Israel, unless the increase is offset on a timely basis by a devaluation of the NIS in relation to the dollar, will increase laborand other costs, which will increase the dollar cost of our operations in Israel and harm our results of operations. Risks Related to our Cell Therapy Product Development Efforts If our NurOwn® stem cell therapy does not demonstrate safety and efficacy sufficient to obtain regulatory approval, it may not receive regulatory approval andwe will be unable to market it. The therapeutic treatment development and regulatory approval process is expensive, uncertain and time-consuming. The timing of any future regulatory approval,if any, for our NurOwn® stem cell therapy cannot be accurately predicted. We do not expect to receive regulatory approval for any of our stem cell therapies untilthe end of 2020 if ever. If we fail to obtain regulatory approval for our NurOwn® stem cell therapy, we will be unable to market and sell it and we may never beprofitable. As part of the regulatory process, we are conducting Phase 3 clinical trials, for our NurOwn® stem cell therapy to demonstrate safety and efficacy in humans tomeet the requirements of the FDA and regulatory authorities in other countries. If successful, this could be the basis for market authorization by the FDA and otherjurisdictions. A failure of one or more of our clinical trials can occur at any stage of testing. Results of later stage clinical trials may fail to show the desired safety and efficacydespite acceptable results in earlier clinical trials. Moreover, preclinical and clinical data are often susceptible to varying interpretations and analyses and manycompanies that have believed their product candidates performed satisfactorily in preclinical and clinical trials have nonetheless failed to obtain marketingapproval of their treatments. Specifically, we are currently comparing NurOwn® stem cell therapy against placebo. Comparisons of outcomes of other reported clinical trials may provide someinsight into the efficacy of NurOwn® stem cell therapy, however, these studies may be of limited comparative value due to the many factors that affect theoutcome of clinical trials, some of which are not apparent in published reports. Our product development programs are based on novel technologies and are inherently risky. We are subject to the risks of failure inherent in the development of products based on new technologies. The novel nature of our stem cell therapy createssignificant challenges with regard to product development and optimization, manufacturing, government regulations, and market acceptance. For example, the FDAhas relatively limited experience with stem cell therapies. None have been approved by them for commercial sale, and the pathway to regulatory approval for ourstem cell therapies may accordingly be more complex and lengthy. As a result, the development and commercialization pathway for our therapies may be subjectto increased uncertainty, as compared to the pathway for new conventional drugs. 23 We are faced with uncertainties related to our research. Our research programs are based on scientific hypotheses and experimental approaches that may not lead to desired results. In addition, the timeframe forobtaining proof of principle and other results may be considerably longer than originally anticipated, or may not be possible given time, resource, financial,strategic and collaborator scientific constraints. Success in one stage of testing is not necessarily an indication that the particular program will succeed in laterstages of testing and development. It is not possible to predict, based upon studies in in-vitro models and in animals, whether any of the therapies designed forthese programs will prove to be safe, effective, and suitable for human use. Each therapy will require additional research and development, scale-up, formulationand extensive clinical testing in humans. Unsatisfactory results obtained from a particular study relating to a program may cause the Company to abandon itscommitment to that program or to the stem cell therapies being tested. The discovery of unexpected toxicities, lack of sufficient efficacy, unacceptablepharmacology, inability to increase scale of manufacture, market attractiveness, regulatory hurdles, competition, as well as other factors, may make our targets orstem cell therapies unattractive or unsuitable for human use, and we may abandon our commitment to that program, target or stem cell therapy. In addition,preliminary results seen in animal and/or limited human testing may not be substantiated in larger controlled clinical trials. If serious or unexpected adverse side effects are identified during the development of our NurOwn® stem cell therapy, we may need to abandon or limit itsdevelopment. If patients treated with our NurOwn® stem cell therapy suffer serious or unexpected adverse effects, we may need to abandon its development or limitdevelopment to certain uses or subpopulations in which these effects are less prevalent, less severe or more acceptable from a risk-benefit perspective. We have limited experience in conducting and managing clinical trials and the application process necessary to obtain regulatory approvals. Our limited experience in conducting and managing clinical trials and the application process necessary to obtain regulatory approvals might prevent us fromsuccessfully designing or implementing a preclinical study or clinical trial. Many companies in the industry have suffered significant setbacks in advanced clinicaltrials, despite promising results in earlier trials. If our clinical trials are unsuccessful, or if we do not complete our clinical trials, we may not receive regulatoryapproval for or be able to commercialize our stem cell therapies. If we do not succeed in conducting and managing our preclinical development activities or clinical trials, or in obtaining regulatory approvals, we might not be ableto commercialize our stem cell therapies, or might be significantly delayed in doing so, which will materially harm our business. Our ability to generate revenues from any of our stem cell therapies will depend on a number of factors, including our ability to successfully complete clinicaltrials, obtain necessary regulatory approvals and implement our commercialization strategy. We may, and anticipate that we will need to, transition from acompany with a research and development focus to a company capable of supporting commercial activities and we may not succeed in such a transition. We may not be able to secure and maintain research institutions to conduct our clinical trials. We rely on research institutions to conduct our clinical trials. Our reliance upon research institutions, including hospitals and clinics, provides us with less controlover the timing and cost of clinical trials and the ability to recruit subjects. If we are unable to reach agreements with suitable research institutions on acceptableterms, or if any resulting agreement is terminated, we may be unable to quickly replace the research institution with another qualified institution on acceptableterms. Furthermore, we may not be able to secure and maintain suitable research institutions to conduct our clinical trials. Risks Related to Our Business Operations and Commercialization of Stem Cell Therapies The field of stem cell therapy is relatively new and our development efforts may not yield an effective treatment of human diseases. Our intended cell therapeutic treatment for ALS involve a new approach that is yet to be proven in a Phase 3 powered for efficacy trial. We are currentlyconducting a Phase 3 placebo-controlled clinical trial for ALS, which, together with other stem cell therapies, may ultimately prove ineffective. If we cannotsuccessfully implement our NurOwn® stem cell therapy in human testing, we would need to change our business strategy and we may be forced to cease ouroperations. 24 Our NurOwn® stem cell therapy, even if approved, may not be accepted in the marketplace; therefore, we may not be able to generate significant revenue, ifany. Even if our NurOwn® stem cell therapy is approved for sale, physicians and the medical community may not ultimately use it or may use it only in applicationsmore restricted than we anticipate. Our NurOwn® stem cell therapy, if successfully developed, will compete with a number of traditional products manufacturedand marketed by major pharmaceutical and biotechnology companies. Our NurOwn® stem cell therapy may also compete with new products currently underdevelopment by such companies and others. Physicians will prescribe a treatment only if they determine, based on experience, clinical data, side effect profiles andother factors, that it is beneficial as compared to other products currently available and in use. Physicians also will prescribe a product based on their traditionalpreferences. Many other factors influence the adoption of new products, including patient perceptions and preferences, marketing and distribution restrictions,adverse publicity, product pricing, views of thought leaders in the medical community and reimbursement by government and private payers. Any of these factorscould have a material adverse effect on our business, financial condition, and results of operations. Adoption of our NurOwn® stem cell therapy for the treatment of patients with ALS, PMS, or other neurodegenerative diseases, even if approved, may be slowor limited. If our NurOwn® stem cell therapy does not achieve broad acceptance as a treatment option for ALS, PMS, or other neurodegenerative diseases,our business would be negatively impact our revenue forecast. If approved, the rate of adoption of our NurOwn® stem cell therapy as a treatment for ALS, PMS, or other neurodegenerative diseases, and the ultimate salesvolume for our treatment, will depend on several factors, including educating treating physicians on how to use our NurOwn® stem cell therapy. Our NurOwn®stem cell therapy utilizes individualized stem cell therapy, which is significantly different from the pharmacological approach currently used to treatneurodegenerative diseases. Acceptance of our NurOwn® stem cell therapy by treating physicians may require us to provide them with extensive educationregarding the mechanism of action of our treatment, the method of delivery of the treatment, expected side effects and the method of monitoring patients forefficacy and follow-up. In addition, the manufacturing and delivery processes associated with our treatment will require treating physicians to adjust their currenttreatment of patients, which may delay or prevent market adoption of our NurOwn® stem cell therapy as a preferred therapy, even if approved. Our success will depend in part on establishing and maintaining effective strategic partnerships and collaborations, which may impose restrictions on ourbusiness and subject us to additional regulation. A key aspect of our business strategy is to establish strategic relationships in order to expand or complement our research and development or commercializationcapabilities, and to reduce the cost of research and development. There can be no assurance that we will enter into such relationships, that the arrangements will beon favorable terms or that such relationships will be successful. If we are ultimately successful in executing our strategy of securing collaborations with companiesthat would undertake advanced clinical development and commercialization of our products, we may not have day-to-day control over their activities. Any suchcollaborator may adhere to criteria for determining whether to proceed with a clinical development program under circumstances where we might have continuedsuch a program. Potential collaborators may have significant discretion in determining the efforts and amount of resources that they dedicate to our collaborationsor may be unwilling or unable to fulfill their obligations to us, including their development and commercialization. Potential collaborators may underfund or notcommit sufficient resources to the testing, marketing, distribution or other development of our products. They may also not properly maintain or defend ourintellectual property rights or they may utilize our proprietary information in such a way as to invite litigation that could jeopardize or potentially invalidate ourproprietary information or expose us to potential liability. Potential collaboration partners may have the right to terminate the collaboration on relatively shortnotice and if they do so or if they fail to perform or satisfy their obligations to us, the development or commercialization of products would be delayed and ourability to realize any potential milestone payments and royalty revenue would be adversely affected. We will need to develop or acquire additional capabilities in order to commercialize our NurOwn® stem cell therapy, if approved for sale, and we mayencounter unexpected costs or difficulties in doing so. We will need to acquire additional capabilities and effectively manage our operations and facilities to successfully pursue and complete future research,development and, if our NurOwn® stem cell therapy receives regulatory approval, commercialization efforts. Currently, we have no experience in preparingapplications for marketing approval, commercial-scale manufacturing, managing of large-scale information technology systems or managing a large-scaledistribution system. We will need to add personnel and expand our capabilities, which may strain our existing managerial, operational, regulatory compliance,financial and other resources. To do this effectively, we must: ·train, manage and motivate a growing employee base; ·accurately forecast demand for our treatment; and ·expand existing operational, financial and management information systems. 25 We will need to increase our manufacturing capacity prior to seeking approval for the sale of our products. If we are not successful in establishing a regulatorycompliant manufacturing process, we may not obtain approval of products or our ability to obtain regulatory approval for sale could be delayed, which wouldfurther delay the period of time when we would be able to generate revenues from the sale of such products, if we are even able to generate revenues at all. We expect to expand our development, regulatory, manufacturing and sales and marketing capabilities, and as a result, we may encounter difficulties inmanaging our growth, which could disrupt our operations. We expect to experience significant growth in the number of our employees and the scope of our operations, particularly in the areas of product development,regulatory affairs, manufacturing and sales and marketing. To manage our anticipated future growth, we must continue to implement and improve our managerial,operational and financial systems, expand our facilities and continue to recruit and train additional qualified personnel. Due to our limited financial resources andthe limited experience of our management team in managing a company with such anticipated growth, we may not be able to effectively manage the expansion ofour operations or recruit and train additional qualified personnel. The physical expansion of our operations may lead to significant costs and may divert ourmanagement and business development resources. Any inability to manage growth could delay the execution of our business plans or disrupt our operations. We have never manufactured our NurOwn® stem cell therapy at commercial scale and there can be no assurance that it can be manufactured in compliancewith regulations at a cost or in quantities necessary to make it commercially viable. We have no experience in commercial-scale manufacturing, the management of large-scale information technology systems or the management of a large-scaledistribution system. We may develop our manufacturing capacity in part by expanding our current facilities and/or by setting up additional facilities in otherregions of the country. These activities would require substantial additional funds and we would need to hire and train significant numbers of qualified employeesto staff these facilities. We may not be able to develop commercial-scale facilities that are sufficient to produce the stem cell therapies or their components forlater-stage clinical trials or commercial use. Furthermore, we must supply all necessary documentation, including product characterization and process validation, to regulatory authorities in support of ourBLA on a timely basis and must adhere to cGMP regulations and current Good Tissue Practices (“GTP”) enforced by the regulatory authority through its facilitiesinspection program. We have not fully characterized our NurOwn® stem cell therapy and have not validated our manufacturing process. If the FDA determinesthat the products used in our clinical trials are not sufficiently characterized, we may be required to repeat all or a portion of our clinical trials. If our facilitiescannot pass a pre-approval plant inspection, the regulatory approval of the stem cell therapies will not be granted. Lack of coordination internally among our employees and externally with physicians, hospitals and third-party suppliers and carriers, could causemanufacturing difficulties, disruptions or delays and cause us to not meet our expected clinical trial requirements or potential commercial requirements. Manufacturing our NurOwn® stem cell therapy requires coordination internally among our employees and externally with physicians, hospitals and third-partysuppliers and carriers. For example, a patient’s physician or clinical site will need to coordinate with us for the shipping of a patient’s bone marrow to ourmanufacturing facility, and we will need to coordinate with them for the shipping of the treatment components to them. Such coordination involves a number ofrisks that may lead to failures or delays in manufacturing our NurOwn® stem cell therapy, including: ·failure to obtain a sufficient supply of key raw materials of suitable quality; ·difficulties in manufacturing our stem cell therapies for multiple patients simultaneously; ·difficulties in obtaining adequate patient-specific material, such as bone marrow samples, from physicians; ·difficulties in completing the development and validation of the harvested cells required to ensure the consistency of our NurOwn® stem cell therapy; ·failure to ensure adequate quality control and assurances in the manufacturing process as we increase production quantities; ·difficulties in the timely shipping of patient-specific materials to us or in the shipping of the stem cell therapies to the treating physicians due to errors bythird-party carriers, transportation restrictions or other reasons; ·loss or destruction of, or damage to, patient-specific materials or our NurOwn® stem cell therapy during the shipping process due to improper handlingby third-party carriers, hospitals, physicians or us; ·loss or destruction of, or damage to, patient-specific materials or our NurOwn® stem cell therapy during storage at our facilities; and ·loss or destruction of, or damage to, patient-specific materials or our NurOwn® stem cell therapy stored at clinical and future commercial sites due toimproper handling or holding by clinicians, hospitals or physicians. 26 If we are unable to coordinate appropriately, we may encounter delays or additional costs in achieving our clinical and commercialization objectives, including inobtaining regulatory approvals of our stem cell therapies and supplying products, which could materially damage our business and financial position. We face competition in our efforts to develop cell therapies for ALS and other neurodegenerative diseases. We face competition in our efforts to develop cell therapies and other treatment or procedures to cure or slow the effects of ALS and other neurodegenerativediseases. Among our competitors are companies that are involved in the fetal-derived cell transplants or embryonic stem cell derived cell therapy and companiesdeveloping adult stem cells. Other companies are developing traditional chemical compounds, new biological drugs, cloned human proteins and other treatments,which are likely to impact the markets that we intend to target. Some of our competitors possess longer operating histories and greater financial, managerial,scientific and technical resources than we do and some possess greater name recognition and established customer bases. Some also have significantly moreexperience in preclinical testing, human clinical trials, product manufacturing, the regulatory approval process and marketing and distribution than we do. The trend towards consolidation in the pharmaceutical and biotechnology industries may adversely affect us. There is a trend towards consolidation in the pharmaceutical and biotechnology industries. This consolidation trend may result in the remaining companies havinggreater financial resources and discovery technological capabilities, thus intensifying competition in these industries. This trend may also result in fewer potentialcollaborators or licensees for our stem cell therapies. Also, if a consolidating company is already doing business with our competitors, we may lose existinglicensees or collaborators as a result of such consolidation. There is a scarcity of experienced professionals in the field of cell therapy and we may not be able to retain key personnel or hire new key personnel needed toimplement our business strategy and develop our products and businesses. If we are unable to retain or hire key personnel, we may be unable to continue togrow our business or to implement our business strategy, and our business may be materially and adversely affected. Given the specialized nature of cell therapy and the fact that it is a young field, there is an inherent scarcity of experienced personnel in the field. Our successdepends on a significant extent to the continued services of certain highly qualified scientific and management personnel. We face competition for qualifiedpersonnel from numerous industry sources, and there can be no assurance that we will be able to attract and retain qualified personnel on acceptable terms. Theloss of service of any of our key personnel could have a material adverse effect on our operations or financial condition. In the event of the loss of services of suchpersonnel, no assurance can be given that we will be able to obtain the services of adequate replacement personnel. We do not have key person life insurance onour key personnel. The future success of the Company also depends upon our ability to attract and retain additional qualified personnel (including medical,scientific, technical, commercial, business and administrative personnel) necessary to support our anticipated growth, develop our business, and maintainappropriate licensure, on acceptable terms. There can be no assurance that we will be successful in attracting or retaining personnel required by us to continue andgrow our operations. The loss of a key employee, the failure of a key employee to perform in his or her current position or our inability to attract and retain skilledemployees, as needed, could result in our inability to continue to grow our business or to implement our business strategy, or may have a material adverse effect onour business, financial condition and results of operations. Technological and medical developments or improvements in conventional therapies could render the use of stem cells and our services and planned productsobsolete. The pharmaceutical industry is characterized by rapidly changing markets, technology, emerging industry standards and frequent introduction of new products.The introduction of new products embodying new technologies, including new manufacturing processes, and the emergence of new industry standards may renderour technologies obsolete, less competitive or less marketable. Advances in other treatment methods or in disease prevention techniques could significantly reduceor entirely eliminate the need for our stem cell services, planned products and therapeutic efforts. Additionally, technological or medical developments maymaterially alter the commercial viability of our technology or services, and require us to incur significant costs to replace or modify equipment in which we have asubstantial investment. In either event, we may experience a material adverse effect on our business, results of operations and financial condition. 27 We may expend our limited resources to pursue our NurOwn® stem cell therapy or a specific indication for its use and fail to capitalize on stem cell therapiesor indications that may be more profitable or for which there is a greater likelihood of success. Because we have limited financial and managerial resources, we have focused development of our NurOwn® stem cell therapy for use in patients with ALS. As aresult, we may forego or delay pursuit of opportunities with other stem cell therapies or for other indications that later prove to have greater commercial potential.Our spending on current and future research and development efforts on our NurOwn® stem cell therapy for this indication may not yield a commercially viabletreatment. Our resource allocation decisions also may cause us to fail to capitalize on a viable commercial treatment, a more viable indication or profitable marketopportunities. We have based our research and development efforts on our NurOwn® stem cell therapy. Notwithstanding our large investment to date and anticipated futureexpenditures in our NurOwn® stem cell therapy, we have not yet developed, and may never successfully develop, any marketed treatments using this approach. Asa result of pursuing the development of our NurOwn® stem cell therapy, we may fail to develop stem cell therapies or address indications based on other scientificapproaches that may offer greater commercial potential or for which there is a greater likelihood of success. Our NurOwn® stem cell therapy is based on a novel technology, which may raise development issues that we may not be able to resolve, regulatory issues thatcould delay or prevent approval or personnel issues that may keep us from being able to develop our treatments. Regulatory approval of stem cell therapies that utilize novel technology such as ours can be more expensive and take longer than for other treatments that arebased on more well-known or more extensively studied technology, due to our and the regulatory agencies’ lack of experience with them. This may lengthen theregulatory review process, require us to perform additional studies, including clinical trials, increase our development costs, lead to changes in regulatory positionsand interpretations, delay or prevent approval and commercialization of these stem cell therapies or lead to significant post-approval limitations or restrictions. Forexample, the differentiated cell component of our NurOwn® stem cell therapy is a complex biologic product that is manufactured from the patient’s own bonemarrow that must be appropriately harvested, isolated, expanded and differentiated so that its identity, strength, quality, purity and potency may be characterizedprior to release for treatment. No differentiated cell treatment for ALS has yet been approved for marketing by the FDA or any other regulatory agency. The teststhat we use to make identity, strength, quality, purity and potency determinations on our NurOwn® stem cell therapy may not be sufficient to satisfy the FDA’sexpectations regarding the criteria required for release of products for patient treatment and the regulatory agency may require us to employ additional testingmeasures for this purpose, which could require us to undertake additional testing and/or additional clinical trials. The novel nature of our NurOwn® stem cell therapy also means that fewer people are trained in or experienced with treatments of this type, which may make itdifficult to recruit, hire and retain capable personnel for the research, development and manufacturing positions that will be required to continue our developmentand commercialization efforts. A significant global market for our services has yet to emerge. Very few companies have been successful in their efforts to develop and commercialize a stem cell product. Some stem cell products in general may be susceptibleto various risks, including undesirable and unintended side effects, unintended immune system responses, inadequate therapeutic efficacy, or other characteristicsthat may prevent or limit their approval or commercial use. The demand for stem cell processing and the number of people who may use cell or tissue-basedtherapies is difficult to forecast. Physicians, patients, formularies, third party payers or the medical community in general may not accept or utilize any productsthat the Company or its collaborative partners may develop. Our success is dependent on the establishment of a large global market for our products and servicesand our ability to capture a share of this market. It is uncertain to what extent the government, private health insurers and third-party payers will approve coverage or provide reimbursement for the therapiesand products to which our services relate. Availability for such reimbursement may be further limited by an increasing uninsured population and reductionsin Medicare and Medicaid funding in the United States. Our ability to successfully commercialize our human therapeutic products will depend significantly on our ability to obtain acceptable prices and the availability ofreimbursement to the patient from third-party payers, such as government and private insurance plans. While we have not commenced discussions with any suchparties, these third-party payers frequently require companies to provide predetermined discounts from list prices, and they are increasingly challenging the pricescharged for pharmaceuticals and other medical products. Our human therapeutic products may not be considered cost-effective, and reimbursement to the patientmay not be available or sufficient to allow us to sell our products on a competitive basis. Further, as cost containment pressures are increasing in the health careindustry, government and private payers adopt strategies designed to limit the amount of reimbursement paid to health care providers. Such cost containmentmeasures may include: ·Reducing reimbursement rates; ·Challenging the prices charged for medical products and services; 28 ·Limiting services covered; ·Decreasing utilization of services; ·Negotiating prospective or discounted contract pricing; ·Adopting capitation strategies; and ·Seeking competitive bids. Similarly, the trend toward managed health care and bundled pricing for health care services in the United States could significantly influence the purchase ofhealthcare services and products, resulting in lower prices and reduced demand for our therapies. We may not be able to negotiate favorable reimbursement rates for our human therapeutic products. If we fail to obtain acceptable prices or an adequate level ofreimbursement for our products, the sales of our products would be adversely affected or there may be no commercially viable market for our products. Unintended consequences of recently adopted health reform legislation in the U.S. may adversely affect our business. The healthcare industry is undergoing fundamental changes resulting from political, economic and regulatory influences. In the U.S., comprehensive programs areunder consideration that seek to, among other things, increase access to healthcare for the uninsured and control the escalation of healthcare expenditures withinthe economy. On March 23, 2010, health reform legislation was approved by Congress and has been signed into law. While we do not believe this legislation willhave a direct impact on our business, the legislation has only recently been enacted and requires the adoption of implementing regulations, which may haveunintended consequences or indirectly impact our business. For instance, the scope and implications of the recent amendments pursuant to the Fraud Enforcementand Recovery Act of 2009 have yet to be fully determined or adjudicated and as a result it is difficult to predict how future enforcement initiatives may impact ourbusiness. Also, in some instances our clients may be health insurers that will be subject to limitations on their administrative expenses and new federal review of“unreasonable” rate increases which could impact the prices they pay for our services. If the legislation causes such unintended consequences or indirect impact, itcould have a material adverse effect on our business, financial condition and results of operations. Ethical and other concerns surrounding the use of stem cell therapy may negatively impact the public perception of our stem cell services, thereby suppressingdemand for our services. Although our stem cell business pertains to adult stem cells only, and does not involve the more controversial use of embryonic stem cells, the use of adult humanstem cells for therapy could give rise to similar ethical, legal and social issues as those associated with embryonic stem cells, which could adversely affect itsacceptance by consumers and medical practitioners. Additionally, it is possible that our business could be negatively impacted by any stigma associated with theuse of embryonic stem cells if the public fails to appreciate the distinction between adult and embryonic stem cells. Delays in achieving public acceptance maymaterially and adversely affect the results of our operations and profitability. We may be subject to significant product liability claims and litigation which could adversely affect our future earnings and financial condition. Our business exposes us to potential product liability risks inherent in the testing, processing and marketing of stem cell therapy products. Specifically, the conductof clinical trials in humans involves the potential risk that the use of our stem cell therapy products will result in adverse effects. Such liability claims may beexpensive to defend and result in large judgments against us. We currently maintain liability insurance for our clinical trials; however, such liability insurance maynot be adequate to fully cover any liabilities that arise from clinical trials of our stem cell therapy products. We also maintain errors and omissions, directors andofficers, workers’ compensation and other insurance appropriate to our business activities. If we were to be subject to a claim in excess of this coverage or to aclaim not covered by our insurance and the claim succeeded, we would be required to pay the claim from our own limited resources, which could have a materialadverse effect on our financial condition, results of operations and business. Additionally, liability or alleged liability could harm our business by diverting theattention and resources of our management and damaging our reputation and that of our subsidiaries. Political, economic and military instability in Israel may impede our ability to execute our plan of operations. Our principal operations and the research and development facilities of the scientific team funded by us under the Second Ramot Agreement are located in Israel.Accordingly, political, economic and military conditions in Israel may affect our business. Since the establishment of the State of Israel in 1948, a number ofarmed conflicts have occurred between Israel and its Arab neighbors. Acts of random terrorism periodically occur which could affect our operations or personnel.Ongoing or revived hostilities or other factors related to Israel could harm our operations and research and development process and could impede our ability toexecute our plan of operations. 29 In addition, Israeli-based companies and companies doing business with Israel have been the subject of an economic boycott by members of the Arab League andcertain other predominantly Muslim countries since Israel's establishment. Although Israel has entered into various agreements with certain Arab countries and thePalestinian Authority, and various declarations have been signed in connection with efforts to resolve some of the economic and political problems in the MiddleEast, we cannot predict whether or in what manner these problems will be resolved. Wars and acts of terrorism have resulted in damage to the Israeli economy,including reducing the level of foreign and local investment. Furthermore, certain of our officers and employees may be obligated to perform annual reserve duty in the Israel Defense Forces and are subject to being called upfor active military duty at any time. Israeli citizens who have served in the army may be subject to an obligation to perform reserve duty until they are between 40and 49 years old, depending upon the nature of their military service. Man-Made Problems Such as Computer Viruses or Terrorism May Disrupt Our Operations and Harm Our Operating Results Despite our implementation of network security measures our servers are vulnerable to computer viruses, break-ins, and similar disruptions from unauthorizedtampering with our computer systems. Any such event could have a material adverse effect on our business, operating results, and financial condition. Efforts tolimit the ability of malicious third parties to disrupt the operations of the internet or undermine our own security efforts may meet with resistance. In addition, thecontinued threat of terrorism and heightened security and military action in response to this threat, or any future acts of terrorism, may cause further disruptions tothe economies of the United States, Israel and other countries and create further uncertainties or otherwise materially harm our business, operating results, andfinancial condition. Likewise, events such as widespread blackouts could have similar negative impacts. To the extent that such disruptions or uncertainties resultin delays or access to data or personal information, our business, operating results, and financial condition could be materially and adversely affected. Risks Related to Government Regulation We are subject to a strict regulatory environment. If we fail to obtain and maintain required regulatory approvals for our potential cell therapy products, ourability to commercialize our potential cell therapy products will be severely limited. None of our stem cell therapies have received regulatory approval for commercial sale yet. We do not expect to receive regulatory approval for any of our stemcell therapies until at least the end of 2020, if ever. Numerous statutes and regulations govern human testing and the manufacture and sale of human therapeutic products in the United States and other countrieswhere we intend to market our products. Such legislation and regulation bears upon, among other things, the approval of protocols and human testing, the approvalof manufacturing facilities, testing procedures and controlled research, review and approval of manufacturing, preclinical and clinical data prior to marketingapproval including adherence to GMP during production and storage as well as regulation of marketing activities including advertising and labeling. The completion of the clinical testing of our stem cell therapies and the obtaining of required approvals are expected to take several years and require theexpenditure of substantial resources. We may experience numerous unforeseen events during, or as a result of, the clinical trial process that could delay or preventregulatory approval and/or commercialization of our stem cell therapies, including the following: ·The FDA or similar foreign regulatory authorities may find that our stem cell therapies are not sufficiently safe or effective or may find our processes orfacilities unsatisfactory; ·Officials at the Israeli MoH, the FDA or similar foreign regulatory authorities may interpret data from preclinical studies and clinical trials differentlythan we do; ·Our clinical trials may produce negative or inconclusive results or may not meet the level of statistical significance required by the Israeli MoH, the FDAor other regulatory authorities, and we may decide, or regulators may require us, to conduct additional preclinical studies and/or clinical trials or toabandon one or more of our development programs; ·The Israeli MoH, the FDA or similar foreign regulatory authorities may change their approval policies or adopt new regulations; 30 ·There may be delays or failure in obtaining approval of our clinical trial protocols from the Israeli MoH, the FDA or other regulatory authorities orobtaining institutional review board approvals or government approvals to conduct clinical trials at prospective sites; ·We, or regulators, may suspend or terminate our clinical trials because the participating patients are being exposed to unacceptable health risks orundesirable side effects; ·We may experience difficulties in managing multiple clinical sites; ·Enrollment in our clinical trials for our stem cell therapies may occur more slowly than we anticipate, or we may experience high drop-out rates ofsubjects in our clinical trials, resulting in significant delays; and ·We may be unable to manufacture or obtain from third party manufacturers sufficient quantities of our stem cell therapies for use in clinical trials. Investors should be aware of the risks, problems, delays, expenses and difficulties which may be encountered by us in light of the extensive regulatoryenvironment in which our business operates. In particular, our development costs will increase if we have material delays in our clinical trials, or if we are requiredto modify, suspend, terminate or repeat a clinical trial. If we are unable to conduct our clinical trials properly and on schedule, marketing approval may be delayedor denied by the Israeli MoH or the FDA. Even if a stem cell therapy is approved by the Israeli MoH, the FDA or any other regulatory authority, we may not obtain approval for an indication whose marketis large enough to recoup our investment in that stem cell therapy. We may never obtain the required regulatory approvals for any of our stem cell therapies. Laterdiscovery of previously unknown problems with a product, manufacturer or facility may result in restrictions on the product or manufacturer, including awithdrawal of the product from the market. Even if regulatory approvals are obtained for our stem cell therapies, we will be subject to ongoing government regulation. If we or one or more of ourpartners or collaborators fail to comply with applicable current and future laws and government regulations, our business and financial results could beadversely affected. The healthcare industry is one of the most highly regulated industries in the United States. The federal government, individual state and local governments andprivate accreditation organizations all oversee and monitor the activities of individuals and businesses engaged in the delivery of health care products and services.Even if regulatory authorities approve any of our human stem cell therapies, current laws, rules and regulations that could directly or indirectly affect our abilityand the ability of our strategic partners and customers to operate each of their businesses could include, without limitation, the following: ·State and local licensing, registration and regulation of laboratories, the collection, processing and storage of human cells and tissue, and the developmentand manufacture of pharmaceuticals and biologics; ·The federal Clinical Laboratory Improvement Act and amendments of 1988; ·Laws and regulations administered by the FDA, including the Federal Food Drug and Cosmetic Act and related laws and regulations; ·The Public Health Service Act and related laws and regulations; ·Laws and regulations administered by the United States Department of Health and Human Services, including the Office for Human ResearchProtections; ·State laws and regulations governing human subject research; ·Occupational Safety and Health requirements; and ·State and local laws and regulations dealing with the handling and disposal of medical waste. Compliance with such regulation may be expensive and consume substantial financial and management resources. If we, or any future marketing collaborators orcontract manufacturers, fail to comply with applicable regulatory requirements, we may be subject to sanctions including fines, product recalls or seizures,injunctions, total or partial suspension of production, civil penalties, withdrawal of regulatory approvals and criminal prosecution. Any of these sanctions coulddelay or prevent the promotion, marketing or sale of our products. We are subject to environmental, health and safety laws. We are subject to various laws and regulations relating to safe working conditions, laboratory and manufacturing practices, the experimental use of animals andhumans, emissions and wastewater discharges, and the use and disposal of hazardous or potentially hazardous substances used in connection with our research. Wealso cannot accurately predict the extent of regulations that might result from any future legislative or administrative action. Any of these laws or regulations couldcause us to incur additional expense or restrict our operations. 31 Compliance with environmental laws and regulations may be expensive, and current or future environmental regulations may impair our research, development orproduction efforts. We are subject to significant regulation with respect to manufacturing of our NurOwn® stem cell therapy. All entities involved in the preparation of a therapeutic biological for clinical trials or commercial sale are subject to extensive regulation. Our NurOwn® stem celltherapy must be manufactured in accordance with cGMP and GTP before it can be used in our clinical trials or approved for commercial sale. These regulationsgovern manufacturing processes and procedures and the implementation and operation of quality systems to control and assure the quality of investigational stemcell therapies and treatments, including treatment component characterization and process validation, approved for sale. Our facilities and quality systems and thefacilities and quality systems of some or all of our third party suppliers must pass a pre-approval inspection for compliance with the applicable regulations as acondition of regulatory approval of our NurOwn® stem cell therapy. If any inspection or audit of our manufacturing facilities identifies a failure to comply withapplicable regulations, or if a violation of applicable regulations occurs independent of an inspection or audit, we or the relevant regulatory authority may requireremedial measures that may be costly and/or time consuming for us or a third party to implement and that may include the temporary or permanent suspension of aclinical trial or commercial sales or the temporary or permanent closure of a facility. Any such remedial measures imposed on us or third parties with whom wecontract could materially harm our business. Our long-term business plan is to develop our NurOwn® stem cell therapy for the treatment of neurodegenerative diseases, such as ALS, MS and PD. Even if wesuccessfully develop our NurOwn® stem cell therapy for use in one indication, we may not be successful in our efforts to identify or discover additionalindications for it. Clinical programs to develop new indications for our NurOwn® stem cell therapy will require substantial technical, financial and humanresources. These development programs may initially show promise in identifying potential treatment indications, yet fail to obtain regulatory approval forcommercial sale. If we do not accurately evaluate the commercial potential or target market for our NurOwn® stem cell therapy, we may relinquish valuable rights to that treatmentthrough collaboration, licensing or other royalty arrangements in cases in which it would have been more advantageous for us to retain sole development andcommercialization rights. Risks Related to Our Intellectual Property Part of our business in the foreseeable future will be based on technology licensed from Ramot and if this license were to be terminated upon failure to makerequired royalty payments in the future, we would need to change our business strategy and we may be forced to cease our operations. Agreements we and our Israeli Subsidiary have with Ramot impose on us royalty payment obligations. If we fail to comply with these obligations, Ramot mayhave the right to terminate the license under certain circumstances. If Ramot elects to terminate our license, we would need to change our business strategy and wemay be forced to cease our operations. We currently do not owe Ramot any overdue payments. Royalties are due upon commencement of revenues by theCompany. If Ramot is unable to obtain patents on the patent applications and technology licensed to our Israeli Subsidiary or if patents are obtained but do not providemeaningful protection, we may not be able to successfully market our proposed products. We rely upon the patent applications filed by Ramot, the technology licensing company of Tel Aviv University, and the license granted to us by Ramot, all inaccordance with the Second Ramot Agreement dated as of July 26, 2007. We further agreed under the Second Ramot Agreement that Ramot, in consultation withus, is responsible for obtaining patent protection for technology owned by Ramot and licensed to us. No assurance can be given that any of our pending or futurepatent applications will be approved, that the scope of any patent protection granted will exclude competitors or provide us with competitive advantages, that anyof the patents that may be issued to us will be held valid if subsequently challenged, or that other parties will not claim rights to or ownership of our patents orother proprietary rights that we hold license to. Furthermore, there can be no assurance that others have not developed or will not develop similar products,duplicate any of our technology or products or design around any patents that have been or may be issued to us or any future licensors. Since patent applications inthe United States and in Europe are not disclosed until applications are published, there can be no assurance that others did not first file applications for productscovered by our pending patent applications, nor can we be certain that we will not infringe any patents that may be issued to others. Also, we have abandoned ourrights to certain patents of Ramot in certain countries in connection with the Letter Agreement by and between us and Ramot dated December 24, 2009, whichmay limit our ability to fully market our proposed products. 32 We also rely upon unpatented proprietary technology, know-how and trade secrets and seek to protect them through confidentiality agreements with employees,consultants and advisors. If these confidentiality agreements are breached, we may not have adequate remedies for the breach. In addition, others mayindependently develop or otherwise acquire substantially the same proprietary technology as our technology and trade secrets. We may be unable to protect our intellectual property from infringement by third parties. Despite our efforts to protect our intellectual property, third parties may infringe or misappropriate our intellectual property. Our competitors may alsoindependently develop similar technology, duplicate our processes or services or design around our intellectual property rights. We may have to litigate to enforceand protect our intellectual property rights to determine their scope, validity or enforceability. Intellectual property litigation is costly, time-consuming, diverts theattention of management and technical personnel and could result in substantial uncertainty regarding our future viability. The loss of intellectual propertyprotection or the inability to secure or enforce intellectual property protection would limit our ability to develop or market our services in the future. This wouldalso likely have an adverse effect on the revenues generated by any sale or license of such intellectual property. Furthermore, any public announcements related tosuch litigation or regulatory proceedings could adversely affect the price of our Common Stock. Third parties may claim that we infringe on their intellectual property. We may be subject to costly litigation in the event our technology is claimed to infringe upon the proprietary rights of others. Third parties may have, or mayeventually be issued, patents that would be infringed by our technology. Any of these third parties could make a claim of infringement against us with respect toour technology. We may also be subject to claims by third parties for breach of copyright, trademark or license usage rights. Litigation and patent interferenceproceedings could result in substantial expense to us and significant diversion of efforts by our technical and management personnel. An adverse determination inany such proceeding or in patent litigation could subject us to significant liabilities to third parties or require us to seek licenses from third parties. Such licensesmay not be available on acceptable terms or at all. Adverse determinations in a judicial or administrative proceeding or failure to obtain necessary licenses couldprevent us from commercializing our products, which would have a material adverse effect on our business, results of operations and financial condition. As a result of our reliance on consultants, we may not be able to protect the confidentiality of our technology, which, if disseminated, could negatively impactour plan of operations. We currently have relationships with academic and industry consultants and subcontractors who are not directly employed by us, and we may enter into additionalrelationships of such nature in the future. We have limited control over the activities of these consultants and can expect only limited amounts of their time to bededicated to our activities. These persons may have consulting, employment or advisory arrangements with other entities that may conflict with or compete withtheir obligations to us. Our consultants typically sign agreements that provide for confidentiality of our proprietary information and results of studies. However, inconnection with every relationship, we may not be able to maintain the confidentiality of our technology, the dissemination of which could hurt our competitiveposition and results of operations. To the extent that our scientific consultants develop inventions or processes independently that may be applicable to ourproposed products, disputes may arise as to the ownership of the proprietary rights to such information, we may expend significant resources in such disputes andwe may not win those disputes. We received grants from the Israel Innovation Authority, or IIA, we are subject to on-going restrictions. We have received royalty-bearing grants from the IIA, for research and development programs that meet specified criteria. The terms of the IIA’s grants may limitvarious technology transfer know-how developed under an approved research and development program outside of Israel. Risks related to our Common Stock The price of our stock is expected to be volatile. The market price of our Common Stock has fluctuated significantly, and is likely to continue to be highly volatile. To date, the trading volume in our stock hasbeen relatively low and significant price fluctuations can occur as a result. An active public market for our Common Stock may not continue to develop or besustained. If the low trading volumes experienced to date continue, such price fluctuations could occur in the future and the sale price of our Common Stock coulddecline significantly. Investors may therefore have difficulty selling their shares. 33 Your percentage ownership will be diluted by future issuances of our securities. In order to meet our financing needs, we may issue additional significant amounts of our Common Stock and warrants to purchase shares of our Common Stock.The precise terms of any future financings will be determined by us and potential investors and such future financings may also significantly dilute your percentageownership in the Company. ACCBT holds equity participation rights and other rights that could affect our ability to raise funds. Pursuant to the Subscription Agreement with ACCBT Corp. (“ACCBT”), a company under the control of Mr. Chaim Lebovits, our President and Chief ExecutiveOfficer, we granted ACCBT the right to acquire additional shares of our Common Stock whenever we issue additional shares of Common Stock or other securitiesof the Company, or options or rights to purchase shares of the Company or other securities directly or indirectly convertible into or exercisable for shares of theCompany (including shares of any newly created class or series). This participation right could limit our ability to enter into equity financings and to raise fundsfrom third parties. ACCBT is entitled to purchase its pro rata share of any additional securities we offer, so that its percentage ownership of the Company remainsthe same after any such issuance of additional securities. Such additional securities will be offered to ACCBT at the same price and on the same terms as the otherinvestors in the transaction. ACCBT will have 30 days from the date of our notice to ACCBT of any intended transaction, to decide whether it wishes to exerciseits participation rights in the transaction. We also are prohibited from taking certain corporate actions without the consent of ACCBT, including entering intotransactions greater than $500,000. Further, ACCBT also has the right to appoint 30% of our Board. In connection with the Subscription Agreement, we enteredinto a registration rights agreement with ACCBT pursuant to which we granted piggyback registration rights to ACCBT. In addition, we issued ACCBT warrants topurchase up to 2,016,666 shares of Common Stock, of which 2,016,666 warrants are presently outstanding. The outstanding warrants contain cashless exerciseprovisions, which permit the cashless exercise of up to 50% of the underlying shares of Common Stock. 672,222 of such warrants have an exercise price of $3.00and the remainder have an exercise price of $4.35. We registered 1,920,461 shares of Common Stock and 2,016,666 shares of Common Stock underlying theACCBT Warrants on registration statement No. 333-201705 dated January 26, 2015 pursuant to ACCBT’s registration rights. ACCBT has waived its participationrights and anti-dilution rights with respect to issuances that were made on or prior to November 2, 2017. In March 2014, we entered into an agreement withACCBT according to which ACCBT waived certain anti-dilution rights. On November 2, 2017, the Company entered into a Warrant Amendment Agreement withACCBT, pursuant to which the expiration date of each Warrant held by ACCBT was extended until November 5, 2022, in consideration of ACCBT havingprovided a series of waivers of their rights and reduction of rights. You may experience difficulties in attempting to enforce liabilities based upon U.S. federal securities laws against us and our non-U.S. resident directors andofficers. Our principal operations are located through our subsidiary in Israel and our principal assets are located outside the U.S. Our Chief Financial Officer and ChiefBusiness Officer and some of our directors are foreign citizens and do not reside in the U.S. It may be difficult for courts in the U.S. to obtain jurisdiction over ourforeign assets or these persons and as a result, it may be difficult or impossible for you to enforce judgments rendered against us or our directors or executiveofficers in U.S. courts. Thus, should any situation arise in the future in which you have a cause of action against these persons or entities, you are at greater risk ininvesting in our Company rather than a domestic company because of greater potential difficulties in bringing lawsuits or, if successful, collecting judgmentsagainst these persons or entities as opposed to domestic persons or entities. If we fail to implement and maintain an effective system of internal controls, we may be unable to accurately report our results of operations or prevent fraud,and investor confidence and the market price of our Common Stock may be materially and adversely affected. As a public company in the United States, we are subject to the reporting obligations under the U.S. securities laws. The SEC, as required under Section 404 of theSarbanes-Oxley Act of 2002, has adopted rules requiring every public company to include a report of management on the effectiveness of such company’s internalcontrol over financial reporting in its annual report. In prior years, management has identified material weaknesses in our internal control over financial reporting.If any of our prior material weaknesses recurs, or if we identify additional weaknesses or fail to timely and successfully implement new or improved controls, ourability to assure timely and accurate financial reporting may be adversely affected, and we could suffer a loss of investor confidence in the reliability of ourfinancial statements, which in turn could negatively impact the trading price of our shares of Common Stock, result in lawsuits being filed against us by ourstockholders, or otherwise harm our reputation. If material weaknesses are identified in the future, it could be costly to remediate such material weaknesses, whichmay adversely affect our results of operations. In addition, our auditor is not required to attest to the effectiveness of our internal controls over financial reportingdue to our status of qualifying as a smaller reporting company. As a result, current and potential investors could lose confidence in our financial reporting, whichcould harm our business and have an adverse effect on our share price. 34 Delaware law could discourage a change in control, or an acquisition of us by a third party, even if the acquisition would be favorable to you, and therebyadversely affect existing stockholders. The Delaware General Corporation Law contain provisions that may have the effect of making more difficult or delaying attempts by others to obtain control ofour Company, even when these attempts may be in the best interests of stockholders. Delaware law imposes conditions on certain business combinationtransactions with “interested stockholders.” These provisions and others that could be adopted in the future could deter unsolicited takeovers or delay or preventchanges in our control or management, including transactions in which stockholders might otherwise receive a premium for their shares over then current marketprices. These provisions may also limit the ability of stockholders to approve transactions that they may deem to be in their best interests. We do not expect to pay dividends in the foreseeable future, and accordingly you must rely on stock appreciation for any return on your investment. We have paid no cash dividends on our Common Stock to date, and we currently intend to retain our future earnings, if any, to fund the continued developmentand growth of our business. As a result, we do not expect to pay any cash dividends in the foreseeable future. Further, any payment of cash dividends will alsodepend on our financial condition, results of operations, capital requirements and other factors, including contractual restrictions to which we may be subject, andwill be at the discretion of our Board. Item 1B.UNRESOLVED STAFF COMMENTS None. Item 2.PROPERTIES Corporate Headquarters and other office space Our United States corporate headquarters are located at 1325 Avenue of Americas, 28th Floor, New York, NY 10019. The Company is party to an office serviceagreement for the license of this space, and a lease for premises located at 12 N State Route 17, Suite 201, Paramus, NJ 07652. Our Israeli Subsidiary is party to alease agreement (the Lease Agreement) for the lease of premises in 12 Basel Street, Petach Tikva, Israel, which include approximately 600 square meters of officeand laboratory space, including an animal research facility. As part of the clinical trials with Hadassah, we pay approximately $41,000 per month per clean room for rental and operation of 2 clean room facilities at Hadassahfacilities in Jerusalem. We believe that the current office and laboratory space is adequate to meet our needs or will be available in the U.S. to meet the needs of U.S. clinical trials. Item 3.LEGAL PROCEEDINGS From time to time, we may become involved in litigation relating to claims arising out of operations in the normal course of business, which we consider routineand incidental to our business. We currently are not a party to any legal proceedings the adverse outcome of which, in management’s opinion, would have amaterial adverse effect on our business, results of operation or financial condition. Item 4.MINE SAFETY DISCLOSURES. Not required. 35 PART II Item 5.MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OFEQUITY SECURITIES. Market Information Our Common Stock is currently traded on the Nasdaq Capital Market under the symbol “BCLI”. Record Holders As of February 10, 2020, there were approximately 33 holders of record of our Common Stock. Dividends We have not paid or declared any cash or other dividends on our Common Stock within the last two fiscal years. Any future determination as to the payment ofdividends will depend upon our results of operations, and on our capital requirements, financial condition and other factors relevant at the time. Equity Compensation Plans Information regarding our equity compensation plans and the securities authorized under the plans is included in Item 12 below. Recent Sales of Unregistered Securities 2018 Warrant Exercise Agreement: On June 6, 2018, the Company entered into a Warrant Exercise Agreement (the “Warrant Exercise Agreement”) with certainholders (the “Holders”) of warrants (the “2015 Warrants”) to purchase Company Common Stock, which 2015 Warrants were originally issued in the Company’sJanuary 8, 2015 private placement. Pursuant to the Warrant Exercise Agreement, the Holders exercised their 2015 Warrants for a total of 2,458,201 shares ofCommon Stock (the “Exercised Shares”) at an amended exercise price of $5 per share. The warrant exercises generated gross cash proceeds to the Company of$12.3 million. In addition, the Company issued new warrants to the Holders to purchase an aggregate 2,458,201 unregistered shares of Common Stock, at anexercise price of $9, with an expiration date of December 31, 2020 (the “New Warrants”). Certain Holders of New Warrants also entered into a Share CapAgreement with the Company, whereby the Holders agreed to a 6-month delay (from the date of issuance) in exercisability of any shares at or in excess of 20%limitation on the size of the entire transaction, pursuant to Nasdaq Listing Rules. The Warrant Exercise Agreement also requires that to the extent that a Holder’s exercise of 2015 Warrants would result in such Holder exceeding the BeneficialOwnership Limitation (as defined in the 2015 Warrants), such excess warrant shares shall be held for the benefit of such Warrant Holder until such time as its rightthereto would not result in the Holder exceeding the Beneficial Ownership Limitation. Per this requirement, as of December 31, 2018, 899,999 of 2,458,201 sharesto be issued pursuant to exercise of the 2015 Warrants have not yet been issued and the relating proceeds at an amount of $4.4 million were recorded as receipts onaccount of shares. The New Warrants have not been registered under the Securities Act of 1933, as amended (the Securities Act), or state securities laws. The Exercised Shares havebeen registered for resale on the Company’s registration statement on Form S-3 (File No. 333-201704). The issuance of the Exercised Shares and New Warrantswas exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any public offering underSection 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. The Company made this determination based on therepresentations that each party is an “accredited investor” within the meaning of Rule 501 of Regulation D. 2019 Warrant Exercise Agreement: On August 2, 2019, the Company entered into a Warrant Exercise Agreement which generated gross cash proceeds to theCompany of approximately $3.3 million. Pursuant to the agreement, certain holders (the “Holders”) of warrants issued by the Company on June 6, 2018 (the “2018Warrants”) agreed to exercise 842,000 shares of Common Stock of their 2018 Warrants, at an amended exercise price of $3.90 per share, and the Company agreedto issue new warrant shares to the Holders to purchase 842,000 shares of Common Stock (the “New Warrants”), at an exercise price of $7.00, with an expirationdate of December 31, 2021. The 2018 Warrants held by the Holders, to the extent not exercised, were also amended to reduce the exercise price to $7.00 per shareand to extend the expiration date to December 31, 2021. 36 Subject to limited exceptions, for the 90 days following the date of the Warrant Exercise Agreement, neither the Company nor any Subsidiary will issue, enter intoany agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock, without the prior written consent of the Holders of amajority of the New Warrant shares. The Company also agreed that during the time the New Warrants are unexercised, the Company will not enter into anyagreements with any holder of 2018 Warrants with more favorable terms, without the consent of the Holders of a majority of the warrant shares then exercisableunder all outstanding August 2019 Warrant Exercise Agreements. The New Warrants have not been registered under the Securities Act of 1933, as amended (the Securities Act), or state securities laws. The shares issuable uponexercise of the New Warrants have been registered for resale on the Company’s registration statement on Form S-3 (File No. 333-233349). The Exercised Shareshave been registered for resale on the Company’s registration statement on Form S-3 (File No. 333-225995). The issuance of the Exercised Shares and NewWarrants is exempt from the registration requirements of the Securities Act pursuant to the exemption for transactions by an issuer not involving any publicoffering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgated under the Securities Act. Item 6.SELECTED FINANCIAL DATA Not required. Item 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The following discussion and analysis should be read in conjunction with our audited consolidated financial statements and the related notes that appearelsewhere in this Annual Report on Form 10-K. This discussion contains forward-looking statements reflecting our current expectations that involve risks anduncertainties. Actual results may differ materially from those discussed in these forward-looking statements due to a number of factors, including those set forth inthe section entitled “Risk Factors” and elsewhere in this Annual Report on Form 10-K. For further information regarding forward-looking statements, pleaserefer to the “Special Note Regarding Forward-Looking Statements” at the beginning of Part I of this Annual Report on Form 10-K. Company Overview Brainstorm Cell Therapeutics Inc. is a leading biotechnology company engaged in the development of best-in-class autologous cellular therapies derived from apatient’s own bone marrow cells for the treatment of neurodegenerative diseases. The Company holds the rights to clinical development and commercialization ofthe NurOwn® technology platform through an exclusive, worldwide licensing agreement (see details herein). NurOwn® has received Fast Track designation fromthe U.S. Food and Drug Administration (U.S. FDA) in ALS and has additionally been granted Orphan Status by the U.S. FDA and the European MedicinesAgency (EMA). For more information, visit BrainStorm's website at www.brainstorm-cell.com. Brainstorm Cell Therapeutics Inc. is a biotechnology company committed to bring innovative central nervous system (“CNS”) adult stem cell therapies to themarket to improve the lives of patients with debilitating neurodegenerative diseases. As a leader in CNS regenerative cellular medicines, Brainstorm is leveragingNurOwn®, its proprietary autologous mesenchymal stem cell platform technology, a strong and expanded intellectual property portfolio, as well as manufacturingand commercialization capabilities, to address growing unmet medical needs across a broad range of neurodegenerative disorders, such as Amyotrophic LateralSclerosis (“ALS”, also known as Lou Gehrig’s disease), Multiple Sclerosis (“MS”), Parkinson’s disease (“PD”) and Autism Spectrum Disorders (“ASD”).NurOwn® uses proprietary cell culture conditions to induce mesenchymal stem cells (MSCs) to secrete high levels of neurotrophic factors (NTFs) to promotesurvival of neurons. Results of Operations For the period from inception (September 22, 2000) until December 31, 2019, the Company did not generate any revenues from operations. In addition, theCompany incurred operating costs and expenses of approximately $23,001,000 during the year ended December 31, 2019. Research and Development, net Our business model calls for significant investments in research and development. Our research and development expenditures, net in the year ended December 31,2019 were $17,204,000, an increase of $8,911,000 compared to $8,293,000 for the year ended December 31, 2018. 37 This increase is due to (i) an increase of $7,406,000 in connection with the Phase 3 Clinical Trial; (ii) an increase of $1,220,000 in connection with materials,payroll and stock-based compensation expenses, patents and other activities; (iii) the decrease of $2,881,000 in participation of the Israel Innovation Authority(“IIA”) and CIRM in 2019, under various awarded grants. This increase was partially offset by (i) $2,381,000 received in connection with the treatment of patientsunder the hospital exemption regulatory pathway; (ii) a decrease of $215,000 for costs related to travel, consultants and other costs. Excluding participation from IIA and CIRM under the grants and proceeds received under the hospital exemption regulatory pathway, research and developmentexpenses increased by $8,411,000 from $16,330,000 in 2018 to $24,741,000 in 2019. General and Administrative General and administrative expenses for the years ended December 31, 2019 and 2018 were $5,797,000 and $5,770,000, respectively. The increase of $27,000 ingeneral and administrative expenses is mainly due to: (i) an increase of $102,000 in payroll; (ii) an increase of $284,000 in the rent, costs of our investor relationsand public relations activities and various other expenses. This increase was partially offset by a decrease of $359,000 in the costs of our stock costs, consultants,stock-based compensation expenses and travel costs. Financial Expenses Financial expense for the year ended December 31, 2019 was $252,000 as compared to financial income of $115,000 for the year ended December 31, 2018 as aresult of the adoption of the Accounting Standard Update ASU 2016-02 “Leases” and due to interest earned on our cash, cash equivalents and short-term depositsin 2018. Net Loss Net loss for the year ended December 31, 2019 was $23,253,000, as compared to a net loss of $13,948,000 for the year ended December 31, 2018. Net loss pershare for the year ended December 31, 2019 and December 31, 2018 was $1.06 and $0.70, respectively. The weighted average number of shares of Common Stock used in computing basic and diluted net loss per share for the year ended December 31, 2019 was21,906,257 compared to 19,997,710 for the year ended December 31, 2018. The increase in the weighted average number of shares of Common Stock used in computing basic loss per share for the year ended December 31, 2019 was dueto: (i) the issuance of shares to service providers, employees and directors, (ii) issuance of shares of common stock pursuant to the Distribution Agreement and (iii)the exercise of options and warrants. Going Concern Since its inception, the Company has devoted substantially all of its efforts to research and development, clinical trials, recruiting management and technical staff,acquiring assets and raising capital. The Company is still in its development and clinical stage and has not yet generated revenues. The extent of the Company'sfuture operating losses and the timing of becoming profitable are uncertain. The Company has funded its operations to date primarily through public and privatesales of its Common Stock and warrants, the exercise of warrants, the issuance of convertible promissory notes, sales via ATM program and through grants fromCalifornia Institute for Regenerative Medicine (CIRM) and the Israel Innovation Authority of the Ministry of Economy and Industry (the "IIA") (formerly theOffice of the Chief Scientist of the Ministry of Economy and Industry (the "OCS)). Additional funding will be required to complete the Company's research and development and clinical trials, to attain regulatory approvals, to begin thecommercialization efforts and to achieve a level of sales adequate to support the Company's cost structure. To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, additional public and private sales of its Common Stockand warrants, the exercise of warrants, and the issuance of convertible promissory notes, sales with ATM program and other funding transactions. While theCompany has been successful in raising financing in the past, there can be no assurance that it will be able to do so in the future on a timely basis on termsacceptable to the Company, or at all. Uncertain market conditions and approval by regulatory bodies and adverse results from clinical trials may (among otherreasons) adversely impact the Company's ability to raise capital in the future. Management expects that the Company will continue to generate losses from the clinical development and regulatory activities, which will result in a negative cashflow from operating activity. This has led management to conclude that substantial doubt about the Company's ability to continue as a going concern exists. TheCompany's consolidated financial statements do not reflect any adjustments that might result from the outcome of this uncertainty. 38 Liquidity and Capital Resources Since inception, the Company has financed its operations since inception primarily through public and private sales of its Common Stock and warrants, theexercise of warrants, and the issuance of convertible promissory notes. At December 31, 2019 cash, cash equivalents and short-term bank deposits amounted to$569,000. Net cash used in operating activities for the year ended December 31, 2019 was $11,247,000. Cash used for operating activities was primarily attributed to cost ofclinical trials, rent of clean rooms and materials for clinical trials, payroll costs, rent, outside legal fee expenses and public relations expenses. Net cash provided by investing activities for the year ended December 31, 2019 was $5,616,000 representing primarily a net decrease in short-term deposits andpurchase of property and equipment. Net cash provided by financing activities for the year ended December 31, 2019 was $5,225,000 from the exercises of warrants and options during the year,issuance of new warrants and from sales of common stock under the ATM program. On June 6, 2018, the Company received gross cash proceeds to the Company of $12.3 million pursuant to the Warrant Exercise Agreement (described in greaterdetail above) with certain holders 2015 Warrants, pursuant to which holders exercised their 2015 Warrants for a total of 2,458,201 shares of Common Stock at anamended exercise price of $5 per share, and the Company issued new warrants to the holders to purchase an aggregate 2,458,201 unregistered shares of CommonStock, at an exercise price of $9, with an expiration date of December 31, 2020. On June 8, 2018, we filed a shelf registration statement on Form S-3 (File No. 333-225517) (the “Shelf Registration Statement”), which was declared effective bythe SEC on June 29, 2018, relating to Common Stock, warrants and units that we may sell from time to time in one or more offerings, up to a total dollar amount of$100,000,000. Other than the ATM Offering prospectus supplement described below, we have not filed any supplemental prospectus defining particular terms ofsecurities to be offered under the shelf registration statement. At-the-market (ATM) Offering: On June 11, 2019, the Company entered into a Distribution Agreement with Raymond James & Associates, Inc. (“Agent”),pursuant to which the Company may sell from time to time, through the Agent, shares of Common Stock (the “Shares”), having an aggregate offering price of upto $20,000,000 (the “ATM Offering”). Sales of the Shares, if any, will be made by any method permitted by law that is deemed to be an “at the market” offering asdefined in Rule 415 promulgated under the Securities Act, including, without limitation, sales made directly on the Nasdaq Capital Market, on any other existingtrading market for the Shares, through a market maker or as otherwise agreed by the Company and the Distribution Agent. The Company has no obligation to sell any of the Shares and may at any time suspend sales under the Distribution Agreement or terminate the DistributionAgreement in accordance with its terms. Agent will be entitled to a fixed commission of 3.0% of the aggregate gross proceeds from the Shares sold. The Shareswill be issued pursuant to the Company’s existing Shelf Registration Statement, and the Prospectus Supplement to the Registration Statement filed June 11, 2019. From June 11, 2019 through December 31, 2019, we sold an aggregate of 724,215 shares of common stock pursuant to the ATM Distribution Agreement at anaverage price of $4.01 per share, raising gross proceeds of approximately $2.91 million. As of December 31, 2019, the Company had received gross proceeds ofapproximately $2.14 million from these ATM sales. In summary, from the initiation of the ATM through February 14, 2019, we sold an aggregate of 3,914,792shares of common stock at an average price of $4.75 per share, raising gross proceeds of approximately $18.58 million. Since its inception the Company hasraised approximately $63 million in cash in consideration for issuances of Common Stock and warrants in private placements and public offerings as well asproceeds from warrants exercises. Our material cash needs for the next 12 months will include (i) costs of the Phase 3 clinical trial in the U.S. (ii) employee salaries, (iii) payments to Hadassah forrent and operation of the GMP facilities, and (iv) fees to our consultants and legal advisors, patents, and fees for facilities to be used in our research anddevelopment. Future operations are expected to be highly capital intensive and will require substantial capital raisings. We expect our current cash position will allow us to meetour obligations in the upcoming 12 months. 39 Over the longer term if we are not able to raise substantial additional capital, we may not be able to continue to function as a going concern and may have to ceaseoperations or the Company will reduce its costs, including curtailing its current plan to pursue larger clinical trials in ALS and move new indications into clinicaltesting. We will be required to raise a substantial amount of capital in the future in order to reach profitability and to complete the commercialization of ourproducts. Our ability to fund these future capital requirements will depend on many factors, including the following: ·our ability to obtain funding from third parties, including any future collaborative partners; ·the scope, rate of progress and cost of our clinical trials and other research and development programs; ·the time and costs required to gain regulatory approvals; ·the terms and timing of any collaborative, licensing and other arrangements that we may establish; ·the costs of filing, prosecuting, defending and enforcing patents, patent applications, patent claims, trademarks and other intellectual property rights; ·the effect of competition and market developments; and ·future pre-clinical and clinical trial results. Critical Accounting Policies and Estimates Our discussion and analysis of our financial condition and results of operations are based on our financial statements, which have been prepared in accordance withaccounting principles generally accepted in the U.S. The preparation of these financial statements requires us to make judgments, estimates, and assumptions thataffect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements as well as thereported revenue and expenses during the reporting periods. We continually evaluate our judgments, estimates and assumptions. We base our estimates on theterms of underlying agreements, our expected course of development, historical experience and other factors we believe are reasonable based on thecircumstances, the results of which form our management’s basis for making judgments about the carrying value of assets and liabilities that are not readilyapparent from other sources. Actual results may differ from these estimates under different assumptions or conditions. There were no significant changes to our critical accounting policies during the quarter ended December 31, 2019. For information about critical accountingpolicies, see the discussion of critical accounting policies in our Annual Report on Form 10-K for the fiscal year ended December 31, 2019. Financial statements in U.S. dollars: The functional currency of the Company is the U.S dollar ("dollar") since the dollar is the currency of the primary economic environment in which the Companyhas operated and expects to continue to operate in the foreseeable future. Part of the transactions of the Company are recorded in new Israeli shekels ("NIS");however, a substantial portion of the Company’s costs are incurred in dollars or linked to the dollar. Accordingly, management has designated the dollar as thecurrency of the Company’s primary economic environment and thus it is their functional and reporting currency. Transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars inaccordance with the provisions of ASC 830-10 (formerly Statement of Financial Accounting Standard 52), "Foreign Currency Translation". All transaction gainsand losses from re-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financialincome or expenses, as appropriate. Fair value of financial instruments: The carrying values of cash and cash equivalents, accounts receivable and prepaid expenses, trade payables and other accounts payable approximate their fair valuedue to the short-term maturity of these instruments. The Company utilizes the Black Scholes Merton formula to measure the fair value of the warrants issued. The assumptions included in the Black-Scholes modelwere: (i) the market price of the Company's shares; (ii) the exercise price of the warrant; (iii) risk-free interest; (iv) term available to exercise or redeem the securityand (v) the volatility of the shares during the relevant term. The Company determines the volatility of its shares using daily historical quotes of the shares. The risk-free interest rate is determined as the interest rate on governmental bonds with maturity commensurate with the term of the warrant. 40 Accounting for stock-based compensation: In accordance with ASC 718-10 the Company estimates the fair value of equity-based payment. The Company recognizes compensation expense for the value of non-employee awards, which have graded vesting, based on the straight-line method over therequisite service period of each award. The Company recognizes compensation expense for the value of employee awards that have graded vesting, based on the straight-line method over the requisiteservice period of each of the awards. The Company estimates the fair value of restricted shares based on the market price of the shares at the grant date and estimates the fair value of stock optionsgranted using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of which the most significant are, expectedstock price volatility and the expected option term (the time from the grant date until the options are exercised or expire). Expected volatility was calculated basedupon actual historical stock price movements over the period, equal to the expected option term. The Company has historically not paid dividends and has noforeseeable plans to issue dividends. The risk-free interest rate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. Research and development expenses, net: Research and development expenses, are charged to the statement of operations as incurred. Royalty-bearing grants from the Government of Israel and California Institute of Regenerative Medicine (CIRM) for funding approved research and developmentprojects are recognized at the time the Company is entitled to such grants, on the basis of the costs incurred and applied as a deduction from research anddevelopment expenses. Off Balance Sheet Arrangements We have no off balance sheet arrangements that have or are reasonably likely to have a current or future material effect on our financial condition, changes infinancial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources. Item 7A.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK Not required. 41 Item 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA BRAINSTORM CELL THERAPEUTICS INC. CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019 U.S. DOLLARS IN THOUSANDS(Except share data and exercise prices) 42 BRAINSTORM CELL THERAPEUTICS INC. CONSOLIDATED FINANCIAL STATEMENTSAS OF DECEMBER 31, 2019 U.S. DOLLARS IN THOUSANDS(Except share data and exercise prices) INDEX Page Report of Independent Registered Public Accounting Firm44 Consolidated Balance Sheets45 Consolidated Statements of Comprehensive Loss46 Statements of Changes in Stockholders' Equity (deficit)47-48 Consolidated Statements of Cash Flows49-50 Notes to Consolidated Financial Statements51-70 43 REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRMTo the Board of Directors and Stockholders ofBRAINSTORM CELL THERAPEUTICS Inc. Opinion on the Financial StatementsWe have audited the accompanying consolidated balance sheets of Brainstorm Cell Therapeutics Inc. and subsidiaries (the “Company”) as of December 31, 2019and 2018 and the related consolidated statements of comprehensive loss, shareholders' equity (deficit) and cash flows for each of the two years in the period endedDecember 31, 2019, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in allmaterial respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of the twoyears in the period ended December 31, 2019, in conformity with accounting principles generally accepted in the United States of America. Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 1 tothe consolidated financial statements, the fact that the Company is still in its development and clinical stage and has not yet generated revenues together with thefact that the extent of the Company's future operating losses and the timing of becoming profitable are uncertain raise substantial doubt about its ability to continueas a going concern. Management's plans in regards to these matters are also described in Note 1 to the consolidated financial statements. The consolidated financialstatements do not include any adjustments that might result from the outcome of' these uncertainty. Basis for OpinionThese financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statementsbased on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are requiredto be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities andExchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonableassurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor werewe engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal controlover financial reporting but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting.Accordingly, we express no such opinion. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performingprocedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financialstatements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overallpresentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. /s/ Brightman Almagor Zohar & Co. Brightman Almagor Zohar & Co.Certified Public AccountantsA Firm in The Deloitte Global Network Tel Aviv, IsraelFebruary 18, 2020 We have served as the Company's auditor since 2008. 44 BRAINSTORM CELL THERAPEUTICS INC. CONSOLIDATED BALANCE SHEETSU.S. dollars in thousands(Except share data) December 31, 2 0 1 9 2 0 1 8 U.S. $ in thousands ASSETS Current Assets: Cash and cash equivalents $536 $942 Short-term deposit (Note 9) 33 6,122 Other accounts receivable (Note 4) 2,359 2,009 Prepaid expenses and other current assets (Note 5) 432 1,197 Total current assets 3,360 10,270 Long-Term Assets: Prepaid expenses and other long-term assets 32 307 Operating lease right of use asset (Note 6) 2,182 - Property and Equipment, Net (Note 7) 960 651 Total Long-Term Assets 3,174 958 Total assets $6,534 $11,228 LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT) Current Liabilities: Accounts payable $14,677 $4,548 Accrued expenses 1,000 1,042 Operating lease liability (Note 6) 1,263 - Other accounts payable 714 622 Total current liabilities 17,654 6,212 Long-Term Liabilities: Operating lease liability (Note 6) 1,103 - Total long-term liabilities 1,103 - Total liabilities $18,757 $6,212 Stockholders' Equity (deficit): Stock capital: (Note 11) 11 11 Common Stock of $0.00005 par value - Authorized: 100,000,000 shares at December 31, 2019 and December 31, 2018respectively; Issued and outstanding: 23,174,228 and 20,757,816 shares at December 31, 2019 and December 31,2018 respectively. Additional paid-in-capital 105,042 94,620 Receipts on account of shares - 4,408 Accumulated deficit (117,276) (94,023)Total stockholders' equity (deficit) (12,223) 5,016 Total liabilities and stockholders' equity $6,534 $11,228 The accompanying notes are an integral part of the consolidated financial statements. 45 BRAINSTORM CELL THERAPEUTICS INC. CONSOLIDATED STATEMENTS OF COMPREHENSIVE LOSSU.S. dollars in thousands(Except share data) Year ended December 31, 2 0 1 9 2 0 1 8 U.S. $ in thousands Operating expenses: Research and development, net (Note 12) $17,204 $8,293 General and administrative 5,797 5,770 Operating loss (23,001) (14,063) Financial expenses (income), net 252 (115) Net loss $(23,253) $(13,948) Basic and diluted net loss per share $(1.06) $(0.70) Weighted average number of shares outstanding used in computing basic and diluted net loss per share 21,906,257 19,997,710 The accompanying notes are an integral part of the consolidated financial statements. 46 BRAINSTORM CELL THERAPEUTICS INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)U.S. dollars in thousands(Except share data) Additional Receipts on Total Common stock paid-in account of Accumulated stockholders' Number Amount capital shares deficit equity Balance as of January 1, 2018 18,976,169 $11 $85,944 $- $(80,075) $5,880 Stock-based compensation related to warrants and stockgranted to service providers 42,293 (*) 102 - - 102 Stock-based compensation related to stock and optionsgranted to directors and employees 147,820 (*) 917 - - 917 Exercise of options 33,332 (*) 25 - - 25 Exercise and reissuance of warrants 1,558,202 (*) 7,632 4,408 - 12,040 Net loss - - - - (13,948) (13,948) Balance as of December 31, 2018 20,757,816 $11 $94,620 $4,408 $(94,023) $5,016 * Represents an amount less than $1. The accompanying notes are an integral part of the consolidated financial statements. 47 BRAINSTORM CELL THERAPEUTICS INC. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (DEFICIT)U.S. dollars in thousands(Except share data) Total Additional Receipts on stockholders' Common stock paid-in account of Accumulated equity Number Amount capital shares deficit (deficit) Balance as of January 1, 2019 20,757,816 $11 $94,620 $4,408 $(94,023) $5,016 Stock-based compensation related to warrants and stockgranted to service providers 5,908 (*) 25 - - 25 Stock-based compensation related to stock and optionsgranted to directors and employees 107,104 (*) 764 - - 764 Issuance of shares in at-the-market (ATM) offering(Note 11) 542,736 (*) 2,064 - - 2,064 Exercise and reissuance of warrants 1,741,999 (*) 7,534 (4,408) - 3,126 Exercise of options 18,665 (*) 35 - - 35 Net loss - - - - (23,253) (23,253) Balance as of December 31, 2019 23,174,228 $11 $105,042 $- $(117,276) $(12,223) * Represents an amount less than $1. The accompanying notes are an integral part of the consolidated financial statements. 48 BRAINSTORM CELL THERAPEUTICS INC. CONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousands December 31, 2 0 1 9 2 0 1 8 U.S. $ in thousands Cash flows from operating activities: Net loss $(23,253) $(13,948) Adjustments to reconcile net loss to net cash used in operating activities: Depreciation 164 110 Shares and options granted to service providers 25 102 Stock-based compensation related to options granted to employees and directors 764 917 Change in lease liability 184 - Decrease (increase) in other accounts receivable and prepaid expenses 690 (238)Increase in accounts payables 10,129 3,124 Deferred grant income - (2,625)Increase in other accounts payable and accrued expenses 50 170 Total net cash used in operating activities $(11,247) $(12,388) The accompanying notes are an integral part of the consolidated financial statements. 49 BRAINSTORM CELL THERAPEUTICS INC. CONSOLIDATED STATEMENTS OF CASH FLOWSU.S. dollars in thousands Year ended December 31, 2 0 1 9 2 0 1 8 U.S. $ in thousands Cash flows from investing activities: Purchase of property and equipment (473) (369)Proceeds from (Investment in) short-term deposit 6,089 (849) Total net cash provided by (used in) investing activities $5,616 $(1,218) Cash flows from financing activities: Proceeds from exercise of options 35 25 Issuance of shares in at-the-market (ATM) offering (Note 11) 2,064 - Exercise and reissuance of warrants 3,126 12,040 Total net cash provided by financing activities $5,225 $12,065 Decrease in cash and cash equivalents (406) (1,541) Cash and cash equivalents at the beginning of the period $942 $2,483 Cash and cash equivalents at end of the period $536 $942 The accompanying notes are an integral part of the consolidated financial statements. 50 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 1 - GENERAL A.The Company was incorporated in the State of Delaware on November 15, 2006, and previously was incorporated in the State ofWashington. In October 2004, the Company formed its wholly-owned subsidiary, Brainstorm Cell Therapeutics Ltd. (“BCT”) in Israel,which currently conducts all of the research and development activities of the Company. BCT formed wholly-owned subsidiaries BrainstormCell Therapeutics UK Ltd., in the United Kingdom on February 19, 2013 (currently inactive), Advanced Cell Therapies Ltd. in Israel on June21, 2018 and Brainstorm Cell Therapeutics Limited in Ireland on October 1, 2019 The Common Stock is publicly traded on the NASDAQ Capital Market under the symbol “BCLI”. B.The Company, through BCT, holds rights to commercialize certain stem cell technology developed by Ramot of Tel Aviv University Ltd.("Ramot"), (see Note 3). Using this technology, the Company has been developing novel adult stem cell therapies for debilitatingneurodegenerative disorders such as Amytrophic Lateral Scelorosis (ALS, also known as Lou Gherig Disease), Progressive MultipleSclerosis (PMS) and Parkinson’s disease. The Company developed a proprietary process, called NurOwn®, for the propagation ofMesenchymal Stem Cells and their differentiation into neurotrophic factor secreting cells. These cells are then transplanted at or near the siteof damage, offering the hope of more effectively treating neurodegenerative diseases. The process is currently autologous, or self-transplanted. C.NurOwn® is in clinical development for the treatment of ALS. The Company has completed two single dose clinical trials of NurOwn® inIsrael, a Phase 1/2 trial with 12 patients and a Phase 2a trial with additional 12 patients. In July 2016 the Company announced the results ofits Phase 2 trial which was conducted in three major medical centers in the US. This single dose trial included 48 patients randomized in a 3:1ratio to receive NurOwn® or placebo. D.The Company made significant progress in 2019 advancing NurOwn®, its late stage differentiated mesenchymal stem cell therapy, into a 200patient Phase 3 trial for the treatment of ALS. Enrollment in this randomized, double-blind, placebo-controlled, multi-dose clinical trial ofNurOwn® for ALS was completed in October 2019. This Phase 3 trial builds upon the promising efficacy seen in prior trials including therandomized Phase 2 trial conducted in the U.S. E.The Phase 3 ALS trial pre-specified interim safety analysis by an independent Data Safety Monitoring Board (DSMB) was successfullycompleted in August 2018. F.The DSMB completed its second pre-specified interim analysis of safety outcomes for 106 participants treated with NurOwn® in the Phase 3ALS trial on October 28, 2019. Top-data from this trial is expected in fourth quarter of 2020. G.On December 15, 2018, the Company was granted FDA clearance for its NurOwn® IND Application for Progressive Multiple Sclerosisindication (ClinicalTrials.gov Identifier NCT03799718). As of December 31, 2019, the Progressive Multiple Sclerosis Phase 2 open labelclinical trial has enrolled the first 10 study participants. Top-line data from this trial is expected in fourth quarter of 2020. H.The Company received Good Manufacturing Practice (GMP) approval from the Israel Ministry of Health (MoH) for our Israeli contractmanufacturing facility at the Hadassah Medical Center in Jerusalem. The GMP certificate confirms the Company's manufacturing sitecompliance with Israeli GMPs which are recognized as equivalent to EU standards. 51 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 1 - GENERAL (Cont.) I. GOING CONCERN: Since its inception, the Company has devoted substantially all of its efforts to research and development, clinical trials, recruitingmanagement and technical staff, acquiring assets and raising capital. The Company is still in its development and clinical stage and has notyet generated revenues. The extent of the Company's future operating losses and the timing of becoming profitable are uncertain. TheCompany has funded its operations to date primarily through public and private sales of its Common Stock and warrants, the exercise ofwarrants, and the issuance of convertible promissory notes, sales via ATM program and through grants from California Institute forRegenerative Medicine (CIRM) and the Israel Innovation Authority of the Ministry of Economy and Industry (the "IIA") (formerly the Officeof the Chief Scientist of the Ministry of Economy and Industry (the "OCS)). Additional funding will be required to complete the Company's research and development and clinical trials, to attain regulatory approvals, tobegin the commercialization efforts and to achieve a level of sales adequate to support the Company's cost structure. To meet its capital needs, the Company is considering multiple alternatives, including, but not limited to, additional public and private salesof its Common Stock and warrants, the exercise of warrants, and the issuance of convertible promissory notes, sales with ATM program andother funding transactions. While the Company has been successful in raising financing in the past, there can be no assurance that it will beable to do so in the future on a timely basis on terms acceptable to the Company, or at all. Uncertain market conditions and approval byregulatory bodies and adverse results from clinical trials may (among other reasons) adversely impact the Company's ability to raise capital inthe future. Management expects that the Company will continue to generate losses from the clinical development and regulatory activities, which willresult in a negative cash flow from operating activity. This has led management to conclude that substantial doubt about the Company'sability to continue as a going concern exists. The Company's consolidated financial statements do not reflect any adjustments that mightresult from the outcome of this uncertainty NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES A.Basis of presentation: The consolidated financial statements have been prepared in accordance with United States Generally Accepted Accounting Principles(“GAAP”) applied on a consistent basis. B.Use of estimates: The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect theamounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. C.Financial statements in U.S. dollars: The functional currency of the Company is the U.S dollar ("dollar") since the dollar is the currency of the primary economic environment inwhich the Company has operated and expects to continue to operate in the foreseeable future. Part of the transactions of BCT is recorded innew Israeli shekels ("NIS"); however, a substantial portion of the costs are incurred in dollars or linked to the dollar. Accordingly,management has designated the dollar as the currency of BCT’s primary economic environment and thus it is their functional and reportingcurrency. Transactions and balances denominated in dollars are presented at their original amounts. Non-dollar transactions and balances have been re-measured to dollars in accordance with the provisions of ASC 830-10 "Foreign Currency Translation". All transaction gains and losses fromre-measurement of monetary balance sheet items denominated in non-dollar currencies are reflected in the statement of operations as financialincome or expenses, as appropriate. 52 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) D.Principles of consolidation: The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, BCT, Brainstorm UK andBrainstorm Cell Therapeutics Limited (Irish Company). Intercompany balances and transactions have been eliminated upon consolidation. E.Cash and cash equivalents: Cash and cash equivalents include cash in hand and short-term highly liquid investments that are readily convertible to cash with maturitiesof three months or less as of the date acquired and that are exposed to insignificant risk of change in value. F.Property and equipment: Property and equipment are stated at cost, less accumulated depreciation. Depreciation is calculated by the straight-line method over theestimated useful lives of the assets. The annual depreciation rates are as follows: %Office furniture and equipment 7Computer software and electronic equipment 33Laboratory equipment 15Leasehold improvements Over the shorter of the lease term (including options if any) or useful life G.Accrued post-employment benefit: The majority of the Company's employees in Israel have agreed to Section 14 of Israel's Severance Pay Law, 5723-1963 (“Section 14”).Pursuant to Section 14, those of the Company's employees that are covered by this section are entitled only to an amount of severance payequal to monthly deposits, at a rate of 8.33% of their monthly salary, made on their behalf by the Company. Payments in accordance withSection 14 release the Company from any future severance liabilities in respect of those employees. Neither severance pay liability norseverance pay funds under Section 14 for such employees is recorded on the Company's balance sheet. H.Fair value of financial instruments: The carrying values of cash and cash equivalents, other accounts receivable, other assets, trade payables and other accounts payableapproximate their fair value due to the short-term maturity of these instruments. I.Accounting for stock-based compensation: In accordance with ASC 718-10 the Company estimates the fair value of equity-based payment awards on the date of grant using an option-pricing model. The value of the portion of the award that is ultimately expected to vest is recognized as expense over the requisite serviceperiods in the Company's consolidated statement of operations. The Company recognizes compensation expense for the value of non-employee awards, which have graded vesting, based on the straight-linemethod over the requisite service period of each award. 53 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) The Company estimates the fair value of restricted shares based on the market price of the shares at the grant date and estimates the fair valueof stock options granted using a Black-Scholes options pricing model. The option-pricing model requires a number of assumptions, of whichthe most significant are, expected stock price volatility and the expected option term (the time from the grant date until the options areexercised or expire). Expected volatility was calculated based upon actual historical stock price movements over the period, equal to theexpected option term. The Company has historically not paid dividends and has no foreseeable plans to issue dividends. The risk-free interestrate is based on the yield from U.S. Treasury zero-coupon bonds with an equivalent term. The Company accounts for shares and warrant grants issued to non-employees using the guidance of ASU No. 2018-07 “Compensation -Stock Compensation (Topic 718): Improvements to Nonemployee Share-Based Payment Accounting.” which expand the scope of Topic 718,Compensation - Stock Compensation (which currently only includes share-based payments to employees) to include share-based paymentsissued to nonemployees for goods or services. J.Basic and diluted net loss per share: Basic net loss per share is computed based on the weighted average number of shares outstanding during each year. Diluted net loss per shareis computed based on the weighted average number of shares outstanding during each year, plus the dilutive potential of the Common Stockconsidered outstanding during the year, in accordance with ASC 260-10 "Earnings per Share". All outstanding stock options and warrants have been excluded from the calculation of the diluted loss per share for the years endedDecember 31, 2019 and December 31, 2018, since all such securities have an anti-dilutive effect. K.Research and development expenses, net: Research and development expenses, are charged to the statement of operations as incurred. Royalty-bearing grants from the Israel Innovation Authorities (“IIA”) and a non-dilutive, non-royalty-bearing grant from CIRM for fundingapproved research and development projects are recognized at the time the Company is entitled to such grants, on the basis of the costsincurred and applied as a deduction from research and development expenses L.Income taxes: The Company accounts for income taxes in accordance with ASC 740-10 "Accounting for Income Taxes". This Statement requires the use ofthe liability method of accounting for income taxes, whereby deferred tax asset and liability account balances are determined based on thedifferences between financial reporting and tax bases of assets and liabilities and are measured using the enacted tax rates and laws that willbe in effect when the differences are expected to reverse. The Company and BCT provide a valuation allowance, if necessary, to reducedeferred tax assets to their estimated realizable value. M.Recently adopted accounting standards: On January 1, 2019 the Company adopted ASU 2016-02, "Leases" (Topic 842) (“ASU 2016-02”) using the modified retrospective approachfor all lease arrangements at the beginning period of adoption. Results for the reporting period beginning January 1, 2019 are presented underASU 2016-02, which requires, among other items, lessees to recognize a right-of-use asset (“ROU assets”) and lease liability for most leases.Upon adoption of the new lease standard, the Company recorded right of use assets of $3,197 and lease liabilities of $3,197 in connectionwith its operating leases. See Note 6 for additional information regarding our commitments under various lease obligations. 54 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 2 - SIGNIFICANT ACCOUNTING POLICIES (Cont.) M.Recently adopted accounting standards: (Cont.) Arrangements that are determined to be leases at inception are recognized in long-term ROU assets and long-term lease liabilities in thecondensed consolidated balance sheet at lease commencement. Operating lease ROU assets and operating lease liabilities are recognizedbased on the present value of the future fixed lease payments over the lease term at commencement date. As most of the Company’s leases donot provide an implicit rate, the Company applies its incremental borrowing rate based on the economic environment at commencement datein determining the present value of future payments. Lease terms may include options to extend or terminate the lease when it is reasonablycertain that the Company will exercise that option. Lease expense for operating leases or payments are recognized on a straight-line basisover the lease term. In December 2019, the FASB issued ASU No. 2019-12, “Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes (“ASU2019-12”), which is intended to simplify various aspects related to accounting for income taxes. ASU 2019-12 removes certain exceptions tothe general principles in Topic 740 and also clarifies and amends existing guidance to improve consistent application. This guidance iseffective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020, with early adoption permitted.The Company does not expect that the adoption of this standard will have a significant impact on the financial position or results ofoperations. NOTE 3 - RESEARCH AND LICENSE AGREEMENT The Company entered into a Research and License Agreement, as amended and restated, with Ramot (the “License Agreement”). Pursuant to theremuneration terms of the License Agreement, the Company has agreed to pay Ramot royalties on Net Sales of the Licensed Product as follows: a)So long as the making, producing, manufacturing, using, marketing, selling, importing or exporting (collectively, the “Commercialization”)of such Licensed Product is covered by a Valid Claim or is covered by Orphan Drug Status, the Company shall pay Ramot a royalty of 5% ofthe Net Sales received by the Company and resulting from such Commercialization; and b)In the event the Commercialization of the Licensed Product is neither covered by a Valid Claim nor by Orphan Drug status, the Companyshall pay Ramot a royalty of 3% of the Net Sales received by the Company resulting from such Commercialization. This royalty shall be paidfrom the First Commercial Sale of the Licensed Product and for a period of fifteen (15) years thereafter. Capitalized terms set forth above which are not defined shall have the meanings attributed to them under the License Agreement. 55 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 4 - OTHER ACCOUNTS RECEIVABLE Composition: December 31 2 0 1 9 2 0 1 8 U.S. $ in thousands Grants receivable from CIRM (Note 10) 2,200 1,642 Grants receivable from IIA 85 277 Government institutions and other 90 90 2,359 2,009 NOTE 5 - PREPAID EXPENSES In November 2017 the Company has contracted with City of Hope's Center for Biomedicine and Genetics ("COH") to produce clinical supplies ofNurOwn® adult stem cells for the Company’s ongoing Phase 3 clinical study. In 2017 the Company paid COH $2,665 advance payment. Theadvance was recorded as prepaid expense and is amortized over the term of the agreement. As of December 31, 2019, the remaining balanceamounted $276 was recorded as current prepaid expense. NOTE 6 - LEASES On January 1, 2019 the Company adopted ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”) using the modified retrospective approach for alllease arrangements at the beginning of the period of adoption. Leases existing for the reporting period beginning January 1, 2019 are presented underASU 2016-02. The Company leases facilities, clinical research rooms, and vehicles under operating leases. As of December 31, 2019, theCompany’s ROU assets and lease liabilities for operating leases totaled $2,182 and $2,366, respectively. The impact of adopting the new leasestandard was not material to the Company’s condensed consolidated statement of operations for the periods presented. Supplemental cash flow information related to operating leases was as follows: Twelve Months endedDecember 31,2019 Cash payments for operating leases 1,296 New operating lease assets obtained in exchange for operating lease liabilities 2,182 56 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 6 - LEASES (Cont.) As of December 31, 2019, the Company’s operating leases had a weighted average remaining lease term of 1.97 years and a weighted averagediscount rate of 8.25%. Future lease payments under operating leases as of December 31, 2019 were as follows: Operating Leases 2020 1,318 2021 1,247 Total future lease payments 2,565 Less imputed interest (199)Total lease liability balance 2,366 NOTE 7 - PROPERTY AND EQUIPMENT Composition: December 31 2 0 1 9 2 0 1 8 U.S. $ in thousands Cost: Office furniture and equipment 73 73 Computer software and electronic equipment 209 202 Laboratory equipment 1,617 1,173 Leasehold improvements 795 772 2,694 2,220 Accumulated depreciation: Office furniture and equipment 33 28 Computer software and electronic equipment 196 186 Laboratory equipment 777 639 Leasehold improvements 728 716 1,734 1,569 Depreciated cost 960 651 Depreciation expenses for the years ended December 31, 2019 and December 31, 2018 were $164 and $110, respectively. 57 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 8 - COMMITMENTS AND CONTINGENCIES A.Commitments to pay royalties to the IIA: BCT obtained from the Chief Scientist of the Israel Innovation Authority (“IIA”) grants for participation in research and development for theyears 2007 through 2019, and, in return, BCT is obligated to pay royalties amounting to 3%-3.5% of its future sales up to the amount of thegrant. The grant is linked to the exchange rate of the dollar and bears interest of Libor per annum. Through the year ended December 31,2019, total grants obtained amounted to $955. B.In addition to the royalties which the Company is required to pay to Ramot on its Commercialization of the Licensed Product as described inNote 3 hereof, the Company has other financial obligations under the License Agreement, including without limitation, certain researchfunding commitments as well as a commitment to reimburse Ramot for all of its documented Licensed Product patent-relatedexpenses. Pursuant to the License Agreement, in the event the Company elects not to reimburse Ramot for any specific patent expenses, theCompany’s corresponding Commercialization rights will be terminated by Ramot. By way of example, if the Company elects, in its solediscretion, not to reimburse Ramot’s patent expenses which are incurred in a particular jurisdiction, the Company’s right to Commercializethe Licensed Product in the same jurisdiction may be terminated by Ramot. As of December 31, 2019, there are no outstanding obligationsowed to Ramot in connection with the above. NOTE 9 - SHORT TERM DEPOSITS Short term investments on December 31, 2019 and December 31, 2018 include bank deposits bearing annual interest rates varying from 0.05% to3.15%, with maturities of up to 4 months as of December 31, 2019 and 2018. 58 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 10 - Grants receivable In July 2017 the Company received an award in the amount of $15,912 from CIRM to aid in funding the Company’s Phase 3 study of NurOwn®, forthe treatment of ALS. An aggregate amount of $12,550 and $9,050 related to the project was received through December 31, 2019 and December31, 2018, respectively. As of December 31, 2019, there are grants receivable from CIRM of $2,200 (Note 4). The award does not bear a royaltypayment commitment nor is the award otherwise refundable. $4,058 and $6,267 was recorded as participation by CIRM in research anddevelopment expenses during the year ended in December 31, 2019 and during the year ended December 31, 2018, respectively (see Note 12). NOTE 11 - STOCK CAPITAL The rights of Common Stock: Holders of Common Stock have the right to receive notice to participate and vote in general meetings of the Company, the right to a share in theexcess of assets upon liquidation of the Company and the right to receive dividends, if declared. The Common Stock is publicly traded on the NASDAQ Capital Market under the symbol BCLI. Private placements and public offerings: The Company is party to a July 2, 2007 subscription agreement and related registration rights agreement and warrants, amended July 31, 2009, May10, 2012, May 19, 2014 and November 2, 2017 (together as amended, the “ACCBT Documents”) with ACCBT Corp. (“ACCBT”), a companyunder the control of Mr. Chaim Lebovits, the Company’s President and Chief Executive Officer, pursuant to which, for an aggregate purchase priceof approximately $5.0 million, the Company sold to ACCBT 1,920,461 shares of its Common Stock and warrants to purchase up to 2,016,666 sharesof its Common Stock (the “ACCBT Warrants”). The ACCBT Warrants contain cashless exercise provisions, which permit the cashless exercise ofup to 50% of the underlying shares of Common Stock. 672,222 of the ACCBT Warrants have an exercise price of $3 and the remainder has anexercise price of $4.35. All of the ACCBT Warrants are presently outstanding. The Company registered 1,920,461 shares of Common Stock and2,016,666 shares of Common Stock underlying the ACCBT Warrants on registration statement No. 333-201705 dated January 26, 2015 pursuant toregistration rights in the ACCBT Documents. ACCBT has Board appointment rights, preemptive rights and consents rights pursuant to the ACCBT Documents. The foregoing description reflectsthe November 2, 2017 Warrant Amendment Agreement between the Company and ACCBT, pursuant to which the rights and privileges of theACCBT Entities relating to the management of the Company were reduced, in exchange for a five (5) year extension of the expiration of theCompany warrants held by the ACCBT Entities. Pursuant to the amendment, the ACCBT Documents were amended as follows: (i) the ACCBTEntities existing right to appoint 50.1% of the Board of Directors of the Company and its subsidiaries was reduced to 30%; (ii) the ACCBT Entities’consent rights regarding Company matters pursuant to the ACCBT Documents were limited to transactions greater than $500,000 (previous to theamendment the consent right was for transactions of $25,000 or more); and (iii) the expiration date of each of the ACCBT Warrants was extendeduntil November 5, 2022 (the previous expiration date was November 5, 2017). 59 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 11 - STOCK CAPITAL (Cont.) Private placements and public offerings: (Cont.) On June 13, 2014, the Company raised gross proceeds of $10,500 through a private placement of the Company’s Common Stock and warrantspurchase Common Stock. The Company issued 2.8 million shares of Common Stock at a price per share of $3.75 and three-year warrants topurchase up to 2,800,000 shares of Common Stock at an exercise price of $5.22 per share of which 2,546,667 were exercised in January 8, 2015 asdetailed below and the remaining 337,333 Warrants at an exercise price of $5.22 per share weren’t exercised and expired in June 19, 2017. Pursuant to a Warrant Exercise Agreement, dated January 8, 2015, holders of Company warrants, issued in June 2014 to purchase an aggregate of2,546,667 shares of the Company’s Common Stock at an exercise price of $5.22 per share, exercised their 2014 Warrants in full, and the Companyissued new warrants to the holders to purchase up to an aggregate of 3,858,200 unregistered shares of Common Stock at an exercise price of $6.50per share. Gross proceeds from the exercise of the warrants were approximately $13,300. In connection with the Exercise Agreement, the Company issued thePlacement Agency a warrant to purchase 38,200 shares of Common Stock upon substantially the same terms as the $6.50 warrants. Net of fees andrelated expenses the proceeds from the warrant exercise amounted to approximately $12,400. On June 6, 2018, the Company entered into a Warrant Exercise Agreement (the “Warrant Exercise Agreement”) with certain holders (the “Holders”)of warrants (the “2015 Warrants”) to purchase Company Common Stock, which 2015 Warrants were originally issued in the Company’s January 8,2015 private placement. Pursuant to the Warrant Exercise Agreement, the Holders exercised their 2015 Warrants for a total of 2,458,201 shares ofCommon Stock (the “Exercised Shares”) at an amended exercise price of $5 per share. The warrant exercises generated gross cash proceeds to theCompany of $12,291 ($12,040 net of issuance expenses). In addition, the Company issued new warrants to the Holders to purchase an aggregate2,458,201 unregistered shares of Common Stock, at an exercise price of $9, with an expiration date of December 31, 2020 (the “New Warrants”). The Warrant Exercise Agreement also requires that to the extent that a Holder's exercise of 2015 Warrants would result in such Holder exceeding theBeneficial Ownership Limitation (as defined in the 2015 Warrants), such excess warrant shares shall be held for the benefit of such Warrant Holderuntil such time as its right thereto would not result in the Holder exceeding the Beneficial Ownership Limitation. Per this requirement, as ofDecember 31, 2018, 899,999 of 2,458,201 shares to be issued pursuant to the 2015 Warrants have not yet been issued and the related proceedsamounting to $ 4,408 were recorded as receipts on account of shares. 899,999 shares were issued during 2019 and there are no receipts on accountof shares as of December 31, 2019. On August 2, 2019, the Company entered into a Warrant Exercise Agreement which generated gross cash proceeds to the Company ofapproximately $3.3 million. Pursuant to the agreement, certain holders (the “Holders”) of warrants issued by the Company on June 6, 2018 (the“2018 Warrants”) agreed to exercise 842,000 shares of Common Stock of their 2018 Warrants, at an amended exercise price of $3.90 per share, andthe Company agreed to issue new warrant shares to the Holders to purchase 842,000 shares of Common Stock (the “New Warrants”), at an exerciseprice of $7.00, with an expiration date of December 31, 2021. The 2018 Warrants held by the Holders, to the extent not exercised, were alsoamended to reduce the exercise price to $7.00 per share and to extend the expiration date to December 31, 2021. Subject to limited exceptions, for the 90 days following the date of the Warrant Exercise Agreement, neither the Company nor any Subsidiary willissue, enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock, without the prior writtenconsent of the Holders of a majority of the New Warrant shares. The Company also agreed that during the time the New Warrants are unexercised,the Company will not enter into any agreements with any holder of 2018 Warrants with more favorable terms, without the consent of the Holders of amajority of the warrant shares then exercisable under all outstanding August 2019 Warrant Exercise Agreements. 60 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 11 - STOCK CAPITAL (Cont.) Private placements and public offerings: (Cont.) The New Warrants have not been registered under the Securities Act of 1933, as amended (the Securities Act), or state securities laws. The sharesissuable upon exercise of the New Warrants have been registered for resale on the Company’s registration statement on Form S-3 (File No. 333-233349). The Exercised Shares have been registered for resale on the Company’s registration statement on Form S-3 (File No. 333225995). Theissuance of the Exercised Shares and New Warrants is exempt from the registration requirements of the Securities Act pursuant to the exemption fortransactions by an issuer not involving any public offering under Section 4(a)(2) of the Securities Act and Rule 506 of Regulation D promulgatedunder the Securities Act. Since its inception the Company has raised approximately $64,000, net in cash in consideration for issuances of Common Stock and warrants inprivate placements and public offerings as well as proceeds from warrants exercises. Warrants: The following table sets forth the number, exercise price and expiration date of Company warrants outstanding as of December 31, 2019: Issuance Date OutstandingAs Of December 31,2019 Exercise price Exercisable ThroughAug 2007- Jan 2011 2,016,666 3 - 4.35 Nov-2022Jun-2018 458,202 9 Dec-2020Jun-2018 1,158,000 7 Dec-2021Aug - 2019 842,000 7 Dec-2021Total 4,474,868 At-the-market (ATM) Offering: On June 11, 2019, the Company entered into a Distribution Agreement with Raymond James & Associates, Inc. (“Agent”), pursuant to which theCompany may sell from time to time, through the Agent, shares of Common Stock (the “Shares”), having an aggregate offering amount of up to$20,000 (the “ATM Offering”). Sales of the Shares, if any, will be made by any method permitted by law that is deemed to be an “at the market”offering as defined in Rule 415 promulgated under the Securities Act, including, without limitation, sales made directly on the Nasdaq CapitalMarket, on any other existing trading market for the Shares, through a market maker or as otherwise agreed by the Company and the DistributionAgent. The Company has no obligation to sell any of the Shares, and may at any time suspend sales under the Distribution Agreement or terminate theDistribution Agreement in accordance with its terms. Agent will be entitled to a fixed commission of 3.0% of the aggregate gross proceeds from theShares sold. The Shares will be issued pursuant to the Company’s existing shelf registration statement on Form S-3 (File No. 333225517) (the“Registration Statement”), which was filed with the SEC and declared effective by the SEC on June 29, 2018, and the Prospectus Supplement to theRegistration Statement filed June 11, 2019. 61 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 11 - STOCK CAPITAL (Cont.) As of December 31, 2019, the Company had sold an aggregate of 724,215 Shares under the Distribution Agreement for gross proceeds ofapproximately $2,909. As of December 31, 2019, settlement date the Company had received gross proceeds of approximately $2,100 for aggregatesales of 542,736 Shares under the Distribution Agreement. Stock Plans: During the fiscal year ended December 31, 2019, the Company had outstanding awards for stock options under four stockholder approved plans: (i)the 2004 Global Stock Option Plan and the Israeli Appendix thereto (the “2004 Global Plan”) (ii) the 2005 U.S. Stock Option and Incentive Plan (the“2005 U.S. Plan,” and together with the 2004 Global Plan, the “Prior Plans”); (iii) the 2014 Global Share Option Plan and the Israeli Appendixthereto (which applies solely to participants who are residents of Israel) (the “2014 Global Plan”); and (iv) the 2014 Stock Incentive Plan (the “2014U.S. Plan” and together with the 2014 Global Plan, the “2014 Plans”). The 2004 Global Plan and 2005 U.S. Plan expired on November 25, 2014 and March 28, 2015, respectively. Grants that were made under the PriorPlans remain outstanding pursuant to their terms. The 2014 Plans were approved by the stockholders on August 14, 2014 (at which time theCompany ceased to issue awards under each of the 2005 U.S. Plan and 2004 Global Plan) and amended on June 21, 2016 and November 29, 2018.Unless otherwise stated, option grants prior to August 14, 2014 were made pursuant to the Company’s Prior Plans, and grants issued on or afterAugust 14, 2014 were made pursuant to the Company’s 2014 Plans, and expire on the tenth anniversary of the grant date. The 2014 Plans have a shared pool of 4,000,000 shares of Common Stock available for issuance. As of December 31, 2019, 2,146,689 shares wereavailable for future issuances under the 2014 Plans. The exercise price of the options granted under the 2014 Plans may not be less than the nominalvalue of the shares into which such options are exercised. Any options under the 2014 Plans that are canceled or forfeited before expiration becomeavailable for future grants. The Governance, Nominating and Compensation Committee (the “GNC Committee”) of the Board of Directors of theCompany administers the Company’s stock incentive compensation and equity-based plans. Share-based compensation to employees and to directors: Employees: Chaim Lebovits, the Company’s Chief Executive Officer and President (i) was granted a stock option under the 2014 Global Plan on September 28,2015 for the purchase of up to 369,619 shares of the Company’s Common Stock at a per share exercise price of $2.45, which grant is fully vestedand exercisable and shall be exercisable for a period of two years after termination of employment; (ii) received on July 26, 2017, July 26, 2018,July 26, 2019, and is entitled to receive on each anniversary thereafter (provided he remains Chief Executive Officer), a grant of 31,185 shares ofrestricted stock, each of which vests as to twenty-five percent (25%) of the award on the first, second, third and fourth anniversary of the date ofgrant and is subject to accelerated vesting upon a Change of Control (as defined in the Lebovits employment agreement) of the Company; and (iii)was granted on July 26, 2017 a fully vested and exercisable option to purchase up to 41,580 shares of Common Stock, with an exercise price pershare of $4.81. The option was fully-vested and exercisable until the 2nd anniversary of the date of grant, when it expired unexercised. 62 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 11 - STOCK CAPITAL (Cont.) Share-based compensation to employees and to directors: (Cont.) Employees: (Cont.) Dr. Ralph Kern, Chief Operating Officer and Chief Medical Officer of the Company, received on March 6, 2017, March 6, 2018 and March 6, 2019,and is entitled to receive on each anniversary thereafter (provided he remains employed by the Company), a grant of 35,885 shares of restrictedstock, each of which vests as to twenty-five percent (25%) of the award on the first, second, third and fourth anniversary of the date of grant and issubject to accelerated vesting upon a Change of Control (as defined in the agreement) of the Company. On March 6, 2017, Dr. Kern also received an option under the 2014 U.S. Plan to purchase up to 47,847 shares of Common Stock with an exerciseprice per share of $4.18. The option was fully vested and exercisable until the 2nd anniversary of the date of grant, when it expired unexercised. Uri Yablonka, the Company’s Executive Vice President, Chief Business Officer and director is granted a stock option for the purchase of up to13,333 shares of Common Stock on the first business day after each annual meeting of stockholders (or special meeting in lieu thereof) of theCompany (including on November 10, 2017 and November 30, 2018), each with an exercise price per share of $0.75, and each of which vests andbecomes exercisable in 12 monthly installments. The Company also granted Mr. Yablonka 5,543 shares of restricted Common Stock on July 13,2017. On November 20, 2017, the Company granted to Eyal Rubin, the Company’s Chief Financial Officer, 25,000 shares of restricted Common Stock,which fully vested on April 1, 2018. On November 20, 2017 the Company also granted to Mr. Rubin an option to purchase up to 93,686 shares ofCommon Stock, at an exercise price per share equal to $4.30 per share, which shall vest and become exercisable as to 25% of the shares underlyingthe Option on each of the first, second, third and fourth anniversary of the date of grant, subject to accelerated vesting upon a Change of Control ofthe Company or a Material Secondary Public Offering of the Company (each as defined in Mr. Rubin’s employment agreement). Mr. Rubin resignedeffective September 18, 2019 and all unvested and unexercised shares were forfeited in accordance with the 2014 Global Plan. On August 28, 2018, the Company granted Arturo Araya, Chief Commercial Officer of the Company an option to purchase 200,000 shares ofCommon Stock, at an exercise price of $3.98 per share. 25% of the grant shall vest and become exercisable on each of the first, second, third andfourth anniversaries of the grant date and subject to accelerated vesting upon a Change of Control (as defined in the agreement). On August 28,2018, Mr. Araya resigned from the GNC Committee, and the restricted stock previously granted to him in connection with his service on the Boardand the GNC Committee ceased vesting and the unvested shares were forfeited. On September 6, 2019, the Company granted Preetam Shah, Executive Vice President, Chief Financial Officer and Treasurer of the Company, stockoptions (i) to purchase up to 100,000 shares of Common Stock, at an exercise price of $3.96 per share, and (ii) to purchase up to 100,000 shares ofCommon Stock at an exercise price per share equal to $6.00 per share. Each option shall vest and become exercisable as follows: 25% of the sharesunderlying the option shall vest and become exercisable on the first anniversary of the date of grant, and the remaining shares underlying the optionshall vest and become exercisable in equal quarterly installments thereafter, until fully vested and exercisable on the fourth anniversary of the date ofgrant, and is subject to accelerated vesting upon a Change of Control (as defined in Dr. Shah’s employment agreement) of the Company. 63 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 11 - STOCK CAPITAL (Cont.) Share-based compensation to employees and to directors: (Cont.) Employees: (Cont.) On September 6, 2019, the Company granted Dr. Shah 25,000 shares of restricted common stock of the Company, which shall vest as to 100% ofthe award on the one year anniversary of the grant date, and is subject to accelerated vesting upon a Change of Control (as defined in Dr. Shah’semployment agreement) of the Company. The Company granted Mary Kay Turner, an employee, 9,924 shares of restricted Common Stock on August 17, 2017, 11,198 shares of restrictedCommon Stock on August 1, 2018 and 11,533 on August 1, 2019, each of which vests as to 25% of the grant yearly over the course of four (4) years. On July 9, 2018, the Company granted Susan Ward, an employee, an option to purchase 150,000 shares of Common Stock at an exercise price of$4.21 per share, which vests and becomes exercisable as to 20% of the option on each of the first, second, third, fourth and fifth anniversaries of thedate of grant. Directors: From 2005 through 2015, the Company granted its directors options to purchase an aggregate of 402,778 shares of Common Stock at an averageexercise price of $1.34 per share. The Company’s Second Amended and Restated Director Compensation Plan was approved in July 9, 2014 and amended on April 29, 2015,February 26, 2017 and July 13, 2017 (as amended, the “Director Compensation Plan”). The Director Compensation Plan governs Companycompensation of eligible non-employee director of the Company, except that certain non-employee directors have individualized compensation andare not entitled receive annual director awards under the Director Compensation Plan, but are entitled to committee compensation under the DirectorCompensation Plan in the event that they qualify for and serve as a member of any committee of the Board. The Director Compensation Plan alsodetermines the annual awards to be granted to qualified directors for their services in future periods, which annual awards have had the same termssince 2014, as further detailed in the Director Compensation Plan. During the year ended December 31, 2019, the following grants were made under the 2014 Plans to eligible directors: -On February 22, 2019 Dr. Anthony J. Polverino received 3,501 shares of restricted stock for his service as a director. 64 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 11 - STOCK CAPITAL (Cont.) Share-based compensation to employees and to directors: (Cont.) Restricted Stock: The Company awards stock and restricted stock to certain employees, officers, directors, and/or service providers. The restricted stock vests inaccordance with such conditions and restrictions determined by the GNC Committee. These conditions and restrictions may include the achievementof certain performance goals and/or continued employment with the Company through a specified restricted period. The purchase price (if any) ofshares of restricted stock is determined by the GNC Committee. If the performance goals and other restrictions are not attained, the grantee willautomatically forfeit their unvested awards of restricted stock to the Company. Compensation expense for restricted stock is based on fair marketvalue at the grant date. Number ofRestricted Stock Weighted Average Grant Date Fair Value Weighted Average Remaining ContractualTerm (Years)Nonvested as of December 31, 2017 126,808 4.25 1.31 Granted 144,447 3.59 Vested 118,347 3.81 Forfeitures - - Nonvested as of December 31, 2018 152,908 3.96 1.56 Granted 113,012 3.98 Vested 64,535 3.88 Forfeitures - - Nonvested as of December 31, 2019 201,385 4.00 1.95 The total compensation expense recorded by the Company in respect of its stock and restricted stock awards to certain employees, officers, directors,and service providers for the year ended December 31, 2019 and 2018 amounted to $392 and $506, respectively. Stock Options: Under the 2014 Plans, the Company may award stock options to certain employees, officers, directors, and service providers. The stock options vestin accordance with such conditions and restrictions determined by the GNC Committee. These conditions and restrictions may include theachievement of certain performance goals and/or continued employment with the Company through a specified period. Stock options awarded arevalued based upon the Black-Scholes option pricing model and the Company recognizes this value as stock compensation expense over the periodsin which the options vest. Use of the Black Scholes option-pricing model requires that the Company make certain assumptions, including expectedvolatility, risk-free interest rate, expected dividend yield, and the expected life of the options. The Company granted stock options to purchase204,167 and 588,665 shares in 2019 and 2018, respectively. 65 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 11 - STOCK CAPITAL (Cont.) Share-based compensation to employees and to directors: (Cont.) Stock Options: (Cont.) A summary of the Company's option activity related to options to employees and directors, and related information is as follows: For the year ended December 31 2 0 1 9 2 0 1 8 Amountof options Weightedaverage exercise price Aggregateintrinsic value Amount of options Weightedaverage exercise price Aggregateintrinsic value $ $ $ $ Outstanding at beginning ofperiod 1,496,287 3.0581 940,954 2.4681 Granted 204,167 4.8937 588,665 3.8706 Exercised (18,665) 1.8943 - - Cancelled (388,782) 4.2239 (33,332) - Outstanding at end of period 1,293,007 3.0142 1,636,630 1,496,287 3.0581 735,992 Vested and expected-to-vest atend of period 840,579 2.3765 2,048,529 840,579 2.3765 986,447 The aggregate intrinsic value in the table above represents the total intrinsic value (the difference between the fair market value of the Company’sshares on December 31, 2019 and December 31, 2018 and the exercise price, multiplied by the number of in-the-money options on those dates) thatwould have been received by the option holders had all option holders exercised their options on those dates. 66 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 11 - STOCK CAPITAL (Cont.) Share-based compensation to employees and to directors: (Cont.) Stock Options: (Cont.) The options outstanding as of December 31, 2019 and December 31, 2018, have been separated into exercise prices, as follows: Weighted average remaining contractual Options Exercise Options outstanding Life - Years exercisable as of price As of December 31, As of December 31, As of December 31, $ 2 0 1 9 2 0 1 8 2 0 1 9 2 0 1 8 2 0 1 9 2 0 1 8 0.75 222,833 218,666 6.78 7.73 222,833 183,222 1.005 - 5,333 - 0.5 - 5,333 2.25 56,555 69,889 1.98 2.57 56,555 69,889 2.45 369,619 369,619 5.75 6.75 369,619 369,619 2.70 78,667 82,667 3.71 4.65 78,667 82,667 3.90 13,333 15,000 2.59 3.59 13,333 15,000 3.96 100,000 - 9.69 - - - 3.98 200,000 200,000 8.66 9.66 50,000 - 4.11 - 200,000 - 9.58 - - 4.18 - 47,847 - 0.18 - 47,847 4.21 150,000 150,000 8.53 9.53 30,000 - 4.3 - 93,686 - 8.89 - 23,422 4.80 2,000 2,000 0.11 1.11 2,000 2,000 4.81 - 41,580 - 0.56 - 41,580 6.00 100,000 - 9.69 - - - 1,293,007 1,496,287 7.32 7.32 823,007 840,579 The fair value of the options is estimated at the date of grant using Black-Scholes options pricing model with the following assumptions used in thecalculation: Year ended December 31, 2 0 1 9 2 0 1 8Expected volatility 60% 65%-66%Risk-free interest 1.44% 2.77%-2.87%Dividend yield 0% 0%Expected life of up to (years) 5.5 5.5 Compensation expense recorded by the Company in respect of its stock-based employees and directors compensation awards in accordance withASC 718-10 for the year ended December 31, 2019 and 2018 amounted to $764 and $917, respectively. 67 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 11 - STOCK CAPITAL (Cont.) Shares and warrants issued to service providers: On August 17, 2017 the Company issued to Anthony Fiorino, the former CEO of the Company, for consulting services rendered, a grant of 4,327shares of restricted stock under the 2014 U.S. Plan, which vests in eight equal quarterly installments (starting November 17, 2017) until fully vestedon the second anniversary of the date of grant. Compensation expense recorded by the Company in respect of its stock-based service provider compensation awards for the year ended December31, 2019 and 2018 amounted to $25 and $102, respectively. On March 26, 2019, the Company issued to its legal advisor 5,908 shares of Common Stock under the 2014 U.S. Plan for certain 2018 legalservices. The related compensation expense was recorded as general and administrative expense in 2018. On May 23, 2019, the Company granted to a former director, in consideration for services rendered to the Company, an option under the 2014Global Plan to purchase up to 4,167 shares of Common Stock with an exercise price per share of $0.75. The option was fully vested and exercisableas of the date of grant. Total Stock-Based Compensation Expense: The total stock-based compensation expense, related to shares, options and warrants granted to employees, directors and service providers wascomprised, at each period, as follows: December 31 2 0 1 9 2 0 1 8 U.S. $ in thousands Research and development 123 175 General and administrative 666 844 Total stock-based compensation expense 789 1,019 NOTE 12 - RESEARCH AND DEVELOPMENT, NET Composition: Year ended December 31 2 0 1 9 2 0 1 8 U.S. $ in thousands Research and development 24,741 16,330 Less: Participation by CIRM (4,058) (6,267)Less: Participation by Israeli Hospital Exemption regulatory pathway (2,381) Less: Participation by the Israel Innovation Authorities (732) (1,770)Less: Participation by other grants (366) - 17,204 8,293 68 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 13 - TAXES ON INCOME A.Tax rates applicable to the income of the Israeli subsidiary: BCT is taxed according to Israeli tax laws. The Israeli corporate tax rate was 24% in the year 2017, and reduced to 23% in the year 2018 and onwards. Such tax rate changes had nosignificant impact on the Company's financial statements. The Company is taxed according to U.S. tax laws. On December 22, 2017, the U.S. enacted the Tax Cuts and Jobs Act (the “Act”), which among other provisions, reduced the U.S. corporatetax rate from 35% to 21%, effective January 1, 2018. The Act did not have an effect on the financial results and position of the Company. B.Deferred income taxes: Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financialreporting purposes and the amounts used for income tax purposes. Significant components of the Company's deferred tax assets are asfollows: December 31 2 0 1 9 2 0 1 8 U.S. $ in thousands Operating loss carryforward 73,260 57,768 Net deferred tax asset before valuation allowance 19,911 15,916 Valuation allowance (19,911) (15,916)Net deferred tax asset 795 772 As of December 31, 2019, the Company has provided a full valuation allowances of $19,911 in respect of deferred tax assets resulting fromtax loss carryforward and other temporary differences. Management currently believes that because the Company has a history of losses, it ismore likely than not that the deferred tax regarding the loss carryforward and other temporary differences will not be realized in theforeseeable future. C.Available carryforward tax losses: As of December 31, 2019, the Company has an accumulated tax loss carryforward of approximately $73,260. Carryforward tax losses inIsrael are of unlimited duration. Under the Tax Cut and Jobs Act of 2017, or the Tax Act, federal net operating losses (NOL) incurred in 2018and in future years may be carried forward indefinitely, but the deductibility of such federal net operating losses is limited. It is uncertain ifand to what extent various states will conform to the newly enacted federal tax law. In addition, under Section 382 of the Internal Revenue Code of 1986, as amended, and corresponding provisions of state law, if a corporationundergoes an “ownership change,” which is generally defined as a greater than 50 percent change, by value, in its equity ownership over athree-year period, the corporation’s ability to use its pre-change NOL carryforwards and other pre-change tax attributes to offset its post-change income or taxes may be limited. Such limitations may result in the expiration of net operating losses before utilization. 69 BRAINSTORM CELL THERAPEUTICS INC.U.S. dollars in thousands(Except share data and exercise prices)Notes to Consolidated Financial Statements NOTE 13 - TAXES ON INCOME (Cont.) D.Loss from continuing operations, before taxes on income, consists of the following: Year ended December 31 2 0 1 9 2 0 1 8 U.S. $ in thousands United States (4,378) (3,617)Israel (18,875) (10,331) (23,253) (13,948) E.Due to the Company’s cumulative losses, the effect of ASC 740 as codified from ASC 740-10 is not material. NOTE 14 - TRANSACTIONS WITH RELATED PARTIES Other than transactions and balances related to cash and share based compensation to officers and directors, the Company did not have anytransactions and balances with related parties and executive officers during 2019 and 2018. NOTE 15 - SUBSEQUENT EVENTS As of February 11, 2020, the Company has raised aggregate gross proceeds of approximately $18.6 million under the ATM Distribution Agreement. In accordance with ASC 855 “Subsequent Events” the Company evaluated subsequent events through the date the condensed consolidated financialstatements were issued. The Company concluded that no other subsequent events have occurred that would require recognition or disclosure in thecondensed consolidated financial statements. 70 Item 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE None. Item 9A.CONTROLS AND PROCEDURES. Disclosure Controls and Procedures Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of our disclosure controls andprocedures (as defined in Rule 13a-15(e) and 15d-15(e) of the Securities Exchange Act) as of the end of the period covered by this report. Based on that evaluation,our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures as of December 31, 2019 were effective in ensuringthat information required to be disclosed by us in reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported withinthe time periods specified in the SEC’s rules and forms, and that the information is accumulated and communicated to our management, including our ChiefExecutive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure. Management’s Report on Internal Control over Financial Reporting Management is responsible for establishing and maintaining adequate internal control over financial reporting for the Company. Internal control over financialreporting is defined in Rule 13a-15(f) or 15d-15(f) promulgated under the Exchange Act as a process designed by, or under the supervision of, the Company’sprincipal executive and principal financial officers and effected by the Company’s board of directors, management and other personnel, to provide reasonableassurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally acceptedaccounting principles and includes those policies and procedures that: Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company; Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally acceptedaccounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors ofthe Company; and Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company’s assets that could have amaterial effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Projections of any evaluation of effectivenessto future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies orprocedures may deteriorate. Management assessed the effectiveness of the Company’s internal control over financial reporting as of December 31, 2019. In making this assessment, theCompany’s management used the criteria set forth by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) in Internal Control—Integrated 1992 Framework. Based on our assessment, management concluded that, as of December 31, 2019, the Company’s internal control over financial reporting is effective based onthose criteria. Changes in Internal Control over Financial Reporting There were no changes in our internal control over financial reporting that occurred during the last fiscal quarter that have materially affected, or are reasonablylikely to materially affect, our internal control over financial reporting. Item 9B.OTHER INFORMATION. None. 71 PART III Item 10.DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. Executive Officers and Directors The following table lists our current executive officers and directors. Our executive officers are elected annually by our Board of Directors (“Board”) and serve atthe discretion of the Board. Each current director is serving a term that will expire at our Company’s next annual meeting. There are no family relationships amongany of our directors or executive officers. Name Age PositionChaim Lebovits 49 President and Chief Executive OfficerDr. Ralph Kern 62 Chief Operating Officer and Chief Medical OfficerPreetam Shah 47 Executive Vice President, Chief Financial Officer and TreasurerArturo O. Araya 49 Chief Commercial OfficerUri Yablonka 43 Executive Vice President, Chief Business Officer and DirectorDr. Irit Arbel 60 Chairperson and DirectorDr. June S. Almenoff 63 DirectorChen Schor 47 DirectorDr. Anthony Polverino 57 DirectorMalcolm Taub 74 Director Chaim Lebovits joined the Company in July 2007 as President. On August 1, 2013, the Company appointed Mr. Lebovits as its Principal Executive Officer, andto assume the duties and responsibilities of the Chief Executive Officer on an interim basis until June 2014. On September 22, 2015, the Company appointedChaim Lebovits as its Chief Executive Officer. Mr. Lebovits controls ACC Holdings International, and its subsidiaries ACC Resources, specializing in the mining,oil and energy industries, and ACC BioTech, which is focused on biotechnology. He has been at the forefront of mining and natural resource management in theAfrican region for over a decade and has spent years leading the exploration and development of resources in West Africa and Israel and served as a member of theboard of directors of several companies in the industry. Mr. Lebovits has also held senior positions for the worldwide Chabad Lubavitch organization, the largestJewish organization in the world today. Dr. Ralph Kern joined the Company on March 6, 2017 as Chief Operating Officer and Chief Medical Officer. Prior to joining the Company, Dr. Kern was SeniorVice President, Head Worldwide Medical at Biogen Inc. since 2016. Prior positions at Biogen Inc. include Vice President, Head of Global Therapeutic Areasfrom 2015 to 2016 and Vice President, Head of Global Medical Neurology in 2015. Dr. Kern has also served Novartis Pharmaceuticals Corporation as VicePresident, Head Neuroscience Medical Unit from 2014 to 2015 and as Vice President, Head MS Medical Unit from 2011 to 2014. He also worked for GenzymeCorporation from 2006 to 2011 where he served as Global Medical Director, Personalized Genetic Health (2010-2011), Head of Medical Affairs, Canada (2006-2008), General Manager, Fabry Disease (2008-2010) and Head of Medical Affairs, Canada (2006-2008). He also served as University Neurology ProgramDirector at the University of Toronto (2003-2006), Consultant Neurologist at Mount Sinai Hospital (2001-2006) and Director, EMG, EEG and Evoked PotentialLaboratory at The Credit Valley Hospital (1988-2001). Preetam Shah, PhD, MBA joined the Company on September 6, 2019 as Executive Vice President, Chief Financial Officer and Treasurer. Prior to joining theCompany, Preetam Shah served as Director, Healthcare Investment Banking at Barclays Capital Plc. since June 2016. He has also served as Vice President,Healthcare Investment Banking at Canaccord Genuity Inc. from 2013 to 2016. Dr. Shah founded Saisarva LLC. and was a financial consultant from 2010-2013 forhealthcare-focused private equity firms, hedge funds, and global pharmaceutical companies. From 2006-2009, Dr. Shah served as Vice President, U.S. Operationsand Investments at Reliance Capital USA Ventures LLC, an affiliate of Reliance ADA Group Companies. Dr. Shah completed his post-doctoral fellowship inInfectious Diseases from Stanford University School of Medicine. He holds a Ph.D. in Microbiology from the University of Mississippi Medical Center and aM.B.A. in Finance from the Wharton School, University of Pennsylvania. Arturo O. Araya has served as the Chief Commercial Officer of the Company since August, 2018. He also served as a director of the Company from February,2017 to November, 2018. From 2002 to 2016, Mr. Araya worked for Novartis Pharmaceutical Corporation, where he served as the Vice President and Head ofGlobal Commercial for Novartis’ Cell and Gene Therapies Unit (June 2014 to July 2016), where he led a cross-functional team to globally commercialize aportfolio of cell and gene therapies. In his prior role as Novartis’ Global Brand Leader for CTL019 (September 2012-May 2014), a CAR-T therapy, he wasresponsible for developing early launch plans, including worldwide and multiple indication forecasts and resource modeling. He has led the Oncology Unit forNovartis in seven countries (March 2002-August 2012). Prior to his tenure at Novartis, Mr. Araya was with Bristol-Myers Squibb Company (1999-2002), mostrecently as Associate Director of Marketing Intelligence, Business Development & Licensing. He earned an M.B.A. from the University of Michigan, and an M.A.and B.S. in Engineering from the University of Connecticut. 72 Uri Yablonka joined the Company on June 6, 2014 as Chief Operating Officer and as a member of the Board. On March 6, 2017 he was appointed Executive VicePresident, Chief Business Officer and ceased to serve as the Company’s Chief Operating Officer. Prior to joining the Company, Mr. Yablonka served sinceDecember 2010 as owner and General Manager of Uri Yablonka Ltd., a business consulting firm. He also served since January 2011 as Vice President, BusinessDevelopment at ACC International Holdings Ltd. (Holdings). Holdings is also an affiliate of ACCBT Corp. Prior to serving with Holdings, Mr. Yablonka servedas Senior Partner of PM-PR Media Consulting Ltd. From 2008 to January 2011, Mr. Yablonka was Senior Partner at PM-PR Media Consulting Ltd., where he ledpublic relations and strategy consulting for a wide range of governmental and private organizations. From 2002 to 2008, he served as a correspondent at theMaariv Daily News Paper, including extensive service as a Diplomatic Correspondent. We believe that Mr. Yablonka’s skills and experience provide the varietyand depth of knowledge, judgment and vision necessary for the effective oversight of the Company. His experience in business consulting and development andmedia experience are expected to be valuable to the Company in its current stage of growth and beyond, and his governmental experience can provide valuableinsight into issues faced by companies in regulated industries such as ours. We believe that these skills and experiences qualify Mr. Yablonka to serve as a directorof the Company. Dr. Irit Arbel, one of the Company's co-founders, joined the Company in May 2004 as a director and served as President of the Company for six months.Currently, Dr. Arbel is the Chairperson of the Board and the Chair of the Governance, Nominating and Compensation Committee. Dr. Arbel serves as CEO ofNeurchords, a biotechnology firm developing graphene- based scaffold for nerve reconstruction in acute spinal cord and peripheral nerve injury. Dr. Arbel hasbeen appointed this year as director of the Board of Isracann Biosciences, a medical Cannabis company traded at the CSE in Canada. Dr. Arbel served asExecutive Vice President, Research and Development at Savicell Diagnostic Ltd until August 2018. From 2009 through 2011, Dr. Arbel served as Chairperson ofReal Aesthetics Ltd., a company specializing in cellulite ultrasound treatment, and BRH Medical, developer of medical devices for wound healing. She was alsoDirector of M&A at RFB Investment House, a private investment firm focusing on early stage technology related companies. Previously, Dr. Arbel was Presidentand Chief Executive Officer of Pluristem Life Systems, a biotechnology company, and prior to that, Israeli Sales Manager of Merck, Sharp & Dohme, apharmaceutical company. Dr. Arbel earned her Post Doctorate degree in 1997 in Neurobiology, after performing research in the area of Multiple Sclerosis. Dr.Arbel also holds a Chemical Engineering degree from the Technion, Israel's Institute of Technology. We believe that Dr. Arbel possesses specific attributes thatqualify her to serve on our Board including Dr. Arbel’s extensive experience in the biotechnology field and significant leadership skills as a chief executive officer.Dr. Arbel previously served as our President, which service has given her a deep knowledge of the Company and its business and directly relevant managementexperience. Dr. Anthony Polverino joined the Company on February 5, 2018 as a director. Dr. Polverino is currently Executive Vice President Early Development and ChiefScientific Officer of Zymeworks Inc., which he joined in September of 2018, and where he is responsible for establishing the vision, strategy, and generalmanagement of the organization and overseeing the advancement of products from discovery research through translational research/early development to create aseamless link to clinical development. Prior to Zymeworks Dr. Polverino was the interim chief scientific officer of Kite (now a wholly-owned subsidiary of GileadSciences), which he joined in 2015, and where he was responsible for establishing Kite's strategic non-clinical R&D roadmap to support its current and futureportfolio. Prior to this, he was the Vice President of research at Kite, where his responsibilities included corporate goal setting, budget allocation, scientific andinvestor interactions, business development in-licensing and partnership deals. Dr. Polverino spent 20 years in positions of increasing responsibilities at Amgen,Inc., most recently as executive director of its Therapeutic Innovation Unit, where he managed research programs in oncology, metabolic disease, inflammatorydisease and schizophrenia. Prior to Amgen, he was a postdoctoral scientist at Cold Spring Harbor Laboratory, where he worked primarily on oncology research.Dr. Polverino is an author of several patents, and has been published in nearly 40 scientific and peer-reviewed journals. He earned a B.Sc. inBiochemistry/Physiology and a B.Sc. (Honors) in Pharmacology, both from Adelaide University in Adelaide, Australia and a Ph.D. in Biochemistry from FlindersUniversity, also in Adelaide. Dr. June S. Almenoff joined the Company on February 26, 2017 as a director. Dr. June Almenoff is an accomplished executive with over 20 years of experiencein the pharmaceutical industry. She is Chief Scientific Officer of RedHill Biopharma since May 2019 (consultant). She has broad therapeutic development andstrategic experience including gastroenterology, rare disease, immune-inflammation, infectious diseases, CNS. She served as President and CMO of FuriexPharmaceuticals (from 2010 to 2014). During her 4-year tenure, the company’s valuation increased ~10-fold, culminating in its acquisition by Actavis plc for~$1.2B in 2014. Furiex’s lead product, eluxadoline (Viberzi TM), a novel gastrointestinal drug, is approved and marketed in US and EU. Prior to joining Furiex,Dr. Almenoff was at GlaxoSmithKline (GSK) from 1997 to 2010, where she held various positions of increasing responsibility in the R&D organization. Duringher 12 years at GSK, she was a Vice President in the Clinical Safety organization, chaired a PhRMA-FDA working group and worked in the area of scientificlicensing. Dr. Almenoff also led the development of pioneering systems for minimizing risk in drug development which have been widely adapted by industry andregulators. Dr. Almenoff also served as CMO and COO of Innovate Biopharmaceuticals (2018). She has served as Executive Chair of RDD Pharma, a private, GIclinical stage biopharma company (2015-18 and BoD member 2018-2019) where she helped the company secure Series B as well as US Govt. Dept of Defensefunding and currently serves as an independent director (since 2015). She was a Director of Tigenix NV (Nasdaq: TIG) from 2016 to 2018, until its acquisition for~$600M. Dr. Almenoff served on the Board of Ohr Pharmaceutical (Nasdaq: OHRP-now NBSE) from 2013 to 2019, and serves on the investment advisory boardof the Harrington Discovery Institute, a venture philanthropy. Dr. Almenoff received her B.A. cum laude from Smith College and graduated with AOA honorsfrom the M.D.-Ph.D. program at the Icahn (Mt. Sinai) School of Medicine. She completed post-graduate medical training at Stanford University Medical Center(Internal Medicine, Infectious Diseases) and served on the faculty of Duke University School of Medicine. She is an adjunct Professor at Duke and a Fellow of theAmerican College of Physicians (FACP) and has authored more than 50 publications. We believe that Dr. Almenoff possesses specific attributes that qualify her toserve on our Board including her valuable leadership skills and her deep knowledge of pharmaceutical product development. 73 Chen Schor joined the Company as a director on August 22, 2011. Mr. Schor is a global industry leader with vast experience in biotechnology, medical devices,business development and private equity. Mr. Schor led multiple licensing and M&A transactions valued at over $8 billion with companies such asGlaxoSmithKline, Amgen, Pfizer, Bayer, Merck-Serono and OncoGeneX Pharmaceuticals, and raised significant funds from reputable investors. Mr. Schor has abroad range of experience in multiple therapeutic areas including Neurology, Respiratory, Oncology, Auto-Immune, Genetic Diseases, and Women’s Health. Inaddition to leading the global business development at Teva Pharmaceuticals, Mr. Schor played a key role in building early stage companies to regulatoryapprovals, IPOs and M&As. In July 2016, Mr. Schor joined resTORbio, Inc and is currently serving as Co-Founder, President, and CEO. From December 2014 toJuly 2016, Mr. Schor was an officer with Synta Pharmaceuticals Corp., a NASDAQ listed biopharmaceutical company. From October 2012 to December 2014,Mr. Schor served as President and CEO of Novalere, Inc. From March 2009 until September 2011, Mr. Schor served as Vice President of Business Development,global branded products at Teva Pharmaceuticals. Prior to joining Teva, Mr. Schor was Chief Business Officer at Epix Pharmaceuticals, Inc. (formerly known asPredix Pharmaceuticals, Inc.) from December 2003 until March 2009, leading the formation of more than $1.5 billion in collaborations with GlaxoSmithKline,Amgen and additional pharmaceutical companies. Prior to joining Epix, Mr. Schor was a Partner at Yozma Venture Capital from September 1998 until December2003, managing the fund’s investments in biotechnology and medical device companies. Mr. Schor previously held positions at Arthur Anderson and BDOConsulting, an advisory firm. Mr. Schor holds an M.B.A., a B.A. in Biology, a B.A. in Economics and is a Certified Public Accountant. We believe that Mr. Schorpossesses specific attributes that qualify him to serve on our Board including Mr. Schor’s extensive experience in biotechnology and significant leadership skillsfrom his service as a partner of a venture capital firm. Malcolm Taub joined the Company in March 2009 as a director. Mr. Taub is now the senior partner of Taub & Lewis LLP. Prior to forming that firm in January2019, since October 2010, Mr. Taub had been a Partner at Davidoff Malito & Hutcher LLP, a full-service law and government relations firm. From 2001 toSeptember 30, 2010, Mr. Taub was the Managing Member of Malcolm S. Taub LLP, a law firm which practiced in the areas of commercial litigation, among otherpractice areas. Mr. Taub also works on art transactions, in the capacity as an attorney and a consultant. Mr. Taub has also served as a principal of a firm whichprovides consulting services to private companies going public in the United States. Mr. Taub has acted as a consultant to the New York Stock Exchange in itsMarket Surveillance Department. Mr. Taub acts as a Trustee of The Gateway Schools of New York and The Devereux Glenholme School in Washington,Connecticut. Mr. Taub has served as an adjunct professor at Long Island University, Manhattan Marymount College and New York University Real EstateInstitute. Mr. Taub holds a B.A. from Brooklyn College and a J.D. from Brooklyn Law School. Mr. Taub formerly served on the Board of Directors of Safer Shot,Inc. (formerly known as Monumental Marketing Inc.). We believe that Mr. Taub possesses specific attributes that qualify him to serve on our Board including Mr.Taub’s vast law experience and his demonstrated leadership skills as a managing member of a law firm. Qualifications of Directors The Board believes that each director has valuable individual skills and experiences that, taken together, provide the variety and depth of knowledge, judgment andvision necessary for the effective oversight of the Company. As indicated in the foregoing biographies, the directors have extensive experience in a variety offields, including biotechnology (Drs. Arbel, Almenoff and Polverino and Mr. Schor), accounting (Mr. Schor), business consulting and development (Dr. Polverinoand Mr. Yablonka), media (Mr. Yablonka) and law (Mr. Taub and Mr. Yablonka), each of which the Board believes provides valuable knowledge about importantelements of our business. Most of our directors have leadership experience at major companies or firms with operations inside and outside the United States and/orexperience on other companies’ boards, which provides an understanding of ways other companies address various business matters, strategies and issues. Asindicated in the foregoing biographies, the directors have each demonstrated significant leadership skills, including as a chief executive officer (Drs. Arbel and Mr.Schor), executive officer (Drs. Almenoff and Polverino, and Mr. Yablonka), as a managing member of a law firm (Mr. Taub), as general manager of a businessconsulting firm (Mr. Yablonka) or as a partner of a venture capital firm (Mr. Schor). A number of the directors have extensive public policy, government orregulatory experience, which can provide valuable insight into issues faced by companies in regulated industries such as the Company. One of the directors (Dr.Arbel) has served as the President of the Company and one is currently serving as Chief Business Officer (Mr. Yablonka), which service has given each a deepknowledge of the Company and its business and directly relevant management experience. The Board believes that these skills and experiences qualify eachindividual to serve as a director of the Company. 74 Certain Arrangements On August 22, 2011, we entered into an agreement with Chen Schor, which was amended and restated on November 11, 2011 to clarify vesting terms (as amendedand restated, the “Executive Director Agreement”) pursuant to which we paid $15,000 per quarter to Mr. Schor for his services as an Executive Board Member. Inaccordance with the terms of the Executive Director Agreement, the Company and Mr. Schor have also entered into an amended and restated Restricted StockAgreement on November 11, 2011, pursuant to which Mr. Schor received 61,558 shares of our restricted Common Stock under our 2005 U.S. Stock Option andIncentive Plan. The shares vested over 3 years – 20,519 shares on August 22, 2012, 20,519 shares on August 22, 2013 and 20,519 shares on August 22, 2014. OnMay 3, 2015, we entered into a Restricted Stock Agreement with Mr. Schor, pursuant to which Mr. Schor received a grant of 60,000 shares of our restrictedCommon Stock under our 2014 Stock Incentive Plan in consideration for Mr. Schor’s ongoing services as an Executive Director of the Company. The shares ofrestricted stock vested as follows: 20,000 on August 22, 2015, 20,000 on August 22, 2016 and 20,000 on August 22, 2017. On February 26, 2017 the ExecutiveDirector Agreement was terminated by mutual agreement of Chen Schor and the Company, and the Board approved that Chen Schor will receive the followingcompensation for his service on the Board: an annual cash award in the amount of $30,000, paid in biannual installments, that Mr. Schor will not receive annualdirector awards under the Director Compensation Plan, but in the event that Mr. Schor serves as a member of any committee of the Board he will be entitled tocommittee compensation under the Director Compensation Plan. Mr. Schor served as a member of the Audit Committee from November 2017 to November 2019. On June 1, 2015 pursuant to the Company’s First Amendment to the Second Amended and Restated Director Compensation Plan, we granted a stock option to IritArbel, the Company’s Chair of the Board of Directors, to purchase up to 6,667 shares of Common Stock at a purchase price of $0.75 per share. On February 26,2017 pursuant to the Company’s Second Amendment to the Second Amended and Restated Director Compensation Plan, we granted a stock option to Dr. Arbel topurchase up to 6,667 shares of Common Stock at a purchase price of $0.75 per share. On July 13, 2017 pursuant to the Company’s Third Amendment to theSecond Amended and Restated Director Compensation Plan, we granted a stock option to Dr. Arbel to purchase up to 12,000 shares of Common Stock at apurchase price of $0.75 per share. Each option was fully vested and exercisable on the date of grant. Pursuant to a February 26, 2017 resolution of the Board, Dr. Almenoff receives the following compensation for her service on the Board: an annual cash award inthe amount of $30,000, paid in biannual installments. Dr. Almenoff will not receive annual director awards under the Director Compensation Plan, but in the eventthat Dr. Almenoff serves as a member of any committee of the Board she will be entitled to committee compensation under the Director Compensation Plan. Dr.Almenoff serves as a member of the Audit Committee. Pursuant to a February 26, 2017 resolution of the Board, Mr. Araya received the following compensation for his service on the Board: an annual cash award in theamount of $12,500, paid in biannual installments, and an annual restricted stock award valued at $12,500 on the date of grant, as determined based on the closingprice of the Company’s common stock at the end of normal trading hours on the date of grant, or the previous closing price in the event the grant date does not fallon a business day. Mr. Araya also received a grant of 1,249 shares of restricted stock for his service on the GNC Committee. All grants ceased vesting and Mr.Araya resigned as a member of the GNC effective August 28, 2018, in connection with Mr. Araya commencing employment with the Company as its ChiefCommercial Officer. Uri Yablonka serves as the Company’s EVP & Chief Business Officer and is compensated for all services as an officer and director of the Company pursuant to anemployment agreement with the Company and related compensation described under “Executive Employment Agreements” in the Executive Compensationsection below. Involvement in Certain Legal Proceedings None of our directors or executive officers has during the past ten years: ·been convicted in a criminal proceeding or been subject to a pending criminal proceeding (excluding traffic violations and other minor offenses); ·had any bankruptcy petition filed by or against the business or property of the person, or of any partnership, corporation or business association of whichhe was a general partner or executive officer, either at the time of the bankruptcy filing or within two years prior to that time; ·been subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction or federal or stateauthority, permanently or temporarily enjoining, barring, suspending or otherwise limiting, his involvement in any type of business, securities, futures,commodities, investment, banking, savings and loan, or insurance activities, or to be associated with persons engaged in any such activity; 75 ·been found by a court of competent jurisdiction in a civil action or by the Securities and Exchange Commission or the Commodity Futures TradingCommission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated; ·been the subject of, or a party to, any federal or state judicial or administrative order, judgment, decree, or finding, not subsequently reversed, suspendedor vacated (not including any settlement of a civil proceeding among private litigants), relating to an alleged violation of any federal or state securities orcommodities law or regulation, any law or regulation respecting financial institutions or insurance companies including, but not limited to, a temporary orpermanent injunction, order of disgorgement or restitution, civil money penalty or temporary or permanent cease-and-desist order, or removal orprohibition order, or any law or regulation prohibiting mail or wire fraud or fraud in connection with any business entity; or ·been the subject of, or a party to, any sanction or order, not subsequently reversed, suspended or vacated, of any self-regulatory organization (as definedin Section 3(a)(26) of the Exchange Act, any registered entity (as defined in Section 1(a)(29) of the Commodity Exchange Act (7 U.S.C. 1(a)(29))), or anyequivalent exchange, association, entity or organization that has disciplinary authority over its members or persons associated with a member. Committees of the Board of Directors Audit Committee On February 7, 2008, the Board of Directors (“Board”) established a standing Audit Committee in accordance with Section 3(a)(58)(A) of the Securities ExchangeAct of 1934, which assists the Board in fulfilling its responsibilities to stockholders concerning our financial reporting and internal controls, and facilitates opencommunication among the Audit Committee, Board, outside auditors and management. The Audit Committee discusses with management and our outside auditorsthe financial information developed by us, our systems of internal controls and our audit process. The Audit Committee is solely and directly responsible forappointing, evaluating, retaining and, when necessary, terminating the engagement of the independent auditor. The independent auditors meet with the AuditCommittee (both with and without the presence of management) to review and discuss various matters pertaining to the audit, including our financial statements,the report of the independent auditors on the results, scope and terms of their work, and their recommendations concerning the financial practices, controls,procedures and policies employed by us. The Audit Committee preapproves all audit services to be provided to us, whether provided by the principal auditor orother firms, and all other services (review, attest and non-audit) to be provided to us by the independent auditor. The Audit Committee coordinates the Board’soversight of our internal control over financial reporting, disclosure controls and procedures and code of conduct. The Audit Committee is charged withestablishing procedures for (i) the receipt, retention and treatment of complaints received by us regarding accounting, internal accounting controls or auditingmatters; and (ii) the confidential, anonymous submission by employees of the Company of concerns regarding questionable accounting or auditing matters. TheAudit Committee reviews all related party transactions on an ongoing basis, and all such transactions must be approved by the Audit Committee. The AuditCommittee is authorized, without further action by the Board, to engage such independent legal, accounting and other advisors as it deems necessary or appropriateto carry out its responsibilities. The Board has adopted a written charter for the Audit Committee, which is available in the corporate governance section of ourwebsite at www.brainstorm-cell.com. The Audit Committee currently consists of Mr. Taub (Chair), Dr. Arbel and Dr Almenoff, each of whom is independentwithin the meaning of The NASDAQ Marketplace Rules and Rule 10A-3 under the Exchange Act. Mr. Schor, who was not independent, served on the AuditCommittee in accordance with Nasdaq Rule 5605(c)(2)(B) until November 13, 2019. Dr. Almenoff joined the Audit Committee November 14, 2019. The Board ofDirectors has determined that Dr. Arbel is an “audit committee financial expert” as defined in Item 407(d)(5) of Regulation S-K. The Audit Committee held fourmeetings during the fiscal year ended December 31, 2019. GNC Committee On June 27, 2011, the Board established a standing Governance, Nominating and Compensation Committee (the “GNC Committee”), which assists the Board infulfilling its responsibilities relating to (i) compensation of the Company’s executive officers, (ii) the director nomination process and (iii) reviewing theCompany’s compliance with SEC corporate governance requirements. The Board has adopted a written charter for the GNC Committee, which is available in thecorporate governance section of our website at www.brainstorm-cell.com. The GNC Committee currently consists of Dr. Arbel (Chair), Dr. Polverino and Mr.Taub, each of whom is independent as defined under applicable NASDAQ listing standards. The GNC Committee held two meetings during the fiscal year endedDecember 31, 2019. The GNC Committee determines salaries, incentives and other forms of compensation for the Chief Executive Officer and the executive officers of the Companyand reviews and makes recommendations to the Board with respect to director compensation. The GNC Committee meets without the presence of executiveofficers when approving or deliberating on executive officer compensation, but may invite the Chief Executive Officer to be present during the approval of, ordeliberations with respect to, other executive officer compensation. In addition, the GNC Committee administers the Company’s stock incentive compensation andequity-based plans. 76 The GNC Committee makes recommendations to the Board concerning all facets of the director nominee selection process. Generally, the GNC Committeeidentifies candidates for director nominees in consultation with management and the independent members of the Board, through the use of search firms or otheradvisers, through the recommendations submitted by stockholders or through such other methods as the GNC Committee deems to be helpful to identifycandidates. Once candidates have been identified, the GNC Committee confirms that the candidates meet the independence requirements and qualifications fordirector nominees established by the Board. The GNC Committee may gather information about the candidates through interviews, questionnaires, backgroundchecks, or any other means that the GNC Committee deems to be helpful in the evaluation process. The GNC Committee meets to discuss and evaluate thequalities and skills of each candidate, both on an individual basis and taking into account the overall composition and needs of the Board. Upon selection of aqualified candidate, the GNC Committee would recommend the candidate for consideration by the full Board. In considering whether to include any particular candidate in the Board’s slate of recommended director nominees, the Board will consider the candidate’sintegrity, education, business acumen, knowledge of the Company’s business and industry, age, experience, diligence, conflicts of interest and the ability to act inthe interests of all stockholders. The Board believes that experience as a leader of a business or institution, sound judgment, effective interpersonal andcommunication skills, strong character and integrity, and expertise in areas relevant to our business are important attributes in maintaining the effectiveness of theBoard. As a matter of practice, the Board considers the diversity of the backgrounds and experience of prospective directors as well as their personalcharacteristics (e.g., gender, ethnicity, age) in evaluating, and making decisions regarding, Board composition, in order to facilitate Board deliberations that reflecta broad range of perspectives. The Board does not assign specific weights to particular criteria and no particular criterion is a prerequisite for each prospectivenominee. The Company believes that the backgrounds and qualifications of its directors, considered as a group, should provide a significant breadth of experience,knowledge and abilities that will allow the Board to fulfill its responsibilities. Stockholder Nominations During the fourth quarter of fiscal year 2019, we made no material changes to the procedures by which stockholders may recommend nominees to our Board, asdescribed in our most recent proxy statement. Section 16(a) Beneficial Ownership Reporting Compliance Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our Common Stock(collectively, the “Reporting Persons”), to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission andto provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from the ReportingPersons, we believe that during the fiscal year ended December 31, 2019 all Reporting Persons complied with the applicable requirements of Section 16(a) of theExchange Act other than late Form 4s filed by Dr. Irit Arbel, Dr. June Almenoff, Dr. Anthony Polverino, Uri Yablonka and Malcolm Taub on February 14, 2020,reporting an aggregate six transactions late. There are no known failures to file a required Form 3, Form 4 or Form 5. Code of Ethics On May 27, 2005, our Board adopted a Code of Ethics that applies to, among other persons, members of our Board, officers and employees. A copy of our Codeof Ethics is posted on our website at www.brainstorm-cell.com. We intend to satisfy the disclosure requirement regarding any amendment to, or waiver of, aprovision of the Code of Ethics applicable to our Principal Executive Officer or our senior financial officers (Principal Financial Officer and Controller orPrincipal Accounting Officer, or persons performing similar functions) by posting such information on our website. Item 11.EXECUTIVE COMPENSATION. Summary Compensation The following table sets forth certain summary information with respect to the compensation paid during the fiscal years ended December 31, 2019 and 2018earned by our President and Chief Executive Officer, Chief Financial Officer, and our Chief Operating Officer (the “Named Executive Officers”). In the tablebelow, columns required by the regulations of the SEC have been omitted where no information was required to be disclosed under those columns. 77 Summary Compensation Table Option andStock All Other Salary Bonus Awards Compensation Name and Principal Position Year ($) ($) ($) (1) (2) ($)(3) Total ($) Chaim Lebovits (*) 2018 500,000 750,000(5) 133,472(7) 195,398 1,578,870 President and CEO (4) 2019 500,000 250,000(6) 125,364(8) 180,912 1,056,276 Ralph Kern, Chief Operating Officer (9) 2018 500,000 150,000(10) 119,000(12) 72,650 841,650 2019 500,000 150,000(11) 139,000(13) 63,145 852,145 Preetam Shah, Chief Financial Officer (14) 2019 109,375 - 513,757(15) 23,760 646,892 (*)These Named Executive Officers were paid in NIS; the amounts above are the U.S. dollar equivalent. The conversion rate used was the average of the 2019daily rates between the U.S. dollar and the NIS as published by the Bank of Israel, the central bank of Israel. (1)The amounts shown in the “Option and Stock Awards” column represent the aggregate grant date fair value of awards computed in accordance with ASC 718,not the actual amounts paid to or realized by the Named Executive Officer during fiscal 2018 and fiscal 2019. ASC 718 fair value amount as of the grant datefor stock options generally is spread over the number of months of service required for the grant to vest.(2)The fair value of each stock option award is estimated as of the date of grant using the Black-Scholes valuation model. Additional information regarding theassumptions used to estimate the fair value of all stock option awards is included in Note 11 to Consolidated Financial Statements.(3)Includes management insurance (which includes pension, disability insurance and severance pay), payments towards such employee’s education fund, Israelisocial security and amounts paid for use of a Company car. Each Named Executive Officer also receives gross-up payments for the taxes on these benefits.(4)On September 22, 2015, the Company appointed Chaim Lebovits as its Chief Executive Officer.(5)In April and in July 2018, the Company paid Mr. Lebovits a discretionary cash bonus payment of $250,000 and $500,000 in recognition of his contributionsto the Company’s performance in fiscal year 2018.(6)During 2019, the Company paid Mr. Lebovits a discretionary cash bonus payment of $250,000 in recognition of his contributions to the Company’sperformance in fiscal year 2019.(7)On July 26, 2018 Mr. Lebovits received a grant of 31,185 shares of restricted Common Stock.(8)On July 26, 2019 Mr. Lebovits received a grant of 31,185 shares of restricted Common Stock.(9)Dr. Kern’s employment with the Company began on March 6, 2017.(10)In March 2018, the Company paid Dr. Kern a discretionary cash bonus payment of $150,000 in recognition of his contributions to the Company’sperformance in fiscal year 2018.(11)In August 2019, the Company paid Dr. Kern a discretionary cash bonus payment of $150,000 in recognition of his contributions to the Company’sperformance in fiscal year 2019.(12)On March 6, 2018 Dr. Kern received a grant of 35,885 shares of restricted Common Stock.(13)On March 6, 2019 Dr. Kern received a grant of 35,885 shares of restricted Common Stock.(14)Mr. Shah’s employment with the Company began on September 6, 2019.(15)On September 6, 2019, Mr. Shah received a grant of 25,000 shares of restricted Common Stock and also an option to purchase up to 100,000 shares ofCommon Stock under the 2014 Global Plan, at an exercise price per share equal to $3.96 per share and an option to purchase up to 100,000 shares ofCommon Stock under the 2014 Global Plan, at an exercise price per share equal to $6.00. Executive Employment Agreements Chaim Lebovits On September 28, 2015, Chaim Lebovits, the Company’s Chief Executive Officer and President, and the Company’s wholly owned subsidiary Brainstorm CellTherapeutics Ltd. (the “Subsidiary”), entered into an employment agreement, which was amended July 26, 2017 (as amended, the “Lebovits EmploymentAgreement”). Pursuant to the Lebovits Employment Agreement, Chaim Lebovits is paid a salary at the annual rate of $500,000 (the “Base Salary”). Mr. Lebovitsalso receives other benefits that are generally made available to the Subsidiary’s employees. In addition, he is provided with a cellular phone and a company car,with all costs including taxes borne by the Subsidiary. 78 Pursuant to the Lebovits Employment Agreement, Mr. Lebovits was granted a stock option under the Company’s 2014 Global Share Option Plan on September 28,2015 for the purchase of up to 369,619 shares of the Company’s Common Stock at a per share exercise price of $2.45, which grant is fully vested and exercisableand shall be exercisable for a period of two years after termination of employment. Pursuant to the Lebovits Employment Agreement, Mr. Lebovits was granted onJuly 26, 2017, and will also be eligible to receive in the future, an annual cash bonus equal to 50% of his base salary, subject to his satisfaction of pre-establishedperformance goals to be mutually agreed upon by the Board and Mr. Lebovits. Performance shall be evaluated through a performance management framework anda bonus range based on the target bonus. Pursuant to the Lebovits Employment Agreement, Mr. Lebovits received on July 26, 2017, and is entitled to receive on each anniversary thereafter (provided heremains Chief Executive Officer), a grant of restricted stock under the Company’s 2014 Global Share Option Plan (or any successor or other equity plan thenmaintained by the Company) comprised of a number of shares of Common Stock with a fair market value (determined based on the price of the Common Stock atthe end of normal trading hours on the business day immediately preceding the Effective Date according to Nasdaq) equal to 30% of Mr. Lebovits’ Base Salary.Each 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 Mr.Lebovits remains continuously employed by the Company from the date of grant through each applicable vesting date. Each grant shall be subject to acceleratedvesting upon a Change of Control (as defined in the Lebovits Employment Agreement) of the Company. In the event of Mr. Lebovits’ termination of employment,any portion of a 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 Mr. Lebovits. Pursuant to the Lebovits Employment Agreement, on July 26, 2017, Mr. Lebovits also received a fully vested and exercisable option (the “Option”) under theCompany’s 2014 Global Share Option Plan to purchase up to 41,580 shares of Common Stock, which remained exercisable until the 2nd anniversary of the date ofgrant, when it expired unexercised. The exercise price per share was $4.81. The Lebovits Employment Agreement contains termination provisions, pursuant to which if the Company terminates the Employment Agreement or Mr. Lebovits’employment without Cause (as defined in the agreement) or if Mr. Lebovits terminates the employment agreement or his employment thereunder with GoodReason (as defined in the agreement), the Company shall: (i) within 90 days pay Mr. Lebovits, as severance pay, a lump sum equal to six (6) months of Base Salary(which shall increase to nine (9) months after July 26, 2019 and twelve (12) months after July 26, 2020) (provided Mr. Lebovits is actively employed by theCompany on such dates) (the “Payment Period”); (ii) pay Mr. Lebovits within 30 days of his termination of employment any bonus compensation that Mr. Lebovitswould be entitled to receive during the Payment Period in the absence of his termination without Cause or for Good Reason; (iii) immediately vest such number ofequity or equity based awards that would have vested during the six (6) months following the date of termination of employment; and (iv) shall continue to provideto Mr. Lebovits health insurance benefits during the Payment Period, unless otherwise provided by a subsequent employer. The foregoing severance payments areconditional upon Mr. Lebovits executing a waiver and release in favor of the Company in a form reasonably acceptable to the Company. Dr. Ralph Kern On February 28, 2017, the Company and Dr. Ralph Kern entered into an employment agreement, effective March 6, 2017, which sets forth the terms of Dr. Kern’semployment (as amended by Amendment No. 1 dated March 3, 2017, the “Agreement”). Pursuant to the Agreement, Dr. Kern is paid an annual salary of $500,000(the “Base Salary”), which may be increased (but not decreased) at the sole discretion of the Board. Dr. Kern will also be eligible to receive an annual cash bonusequal to 30% of his base salary, subject to his satisfaction of pre-established performance goals to be mutually agreed upon by the Board and Dr. Kern.Performance shall be evaluated through a performance management framework and a bonus range based on the target bonus. Dr. Kern will also receive otherbenefits that are generally made available to the Company’s employees. Pursuant to the Agreement, Dr. Kern received on March 6, 2017, and is entitled to receive on each anniversary thereafter (provided he remains employed by theCompany), 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 a number of shares of common stock of the Company, $0.00005 par value (“Common Stock”) with a fair market value (determined based on theprice of the Common Stock at the end of normal trading hours on the business day immediately preceding March 6, 2017 according to Nasdaq) equal to 30% of Dr.Kern’s Base Salary. 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 dateof grant, provided Dr. Kern remains continuously employed by the Company from the date of grant through each applicable vesting date. Each equity grant shallbe subject to accelerated vesting upon a Change of Control (as defined in the Agreement) of the Company. In the event of Dr. Kern’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 theCompany, without the payment of any consideration to Dr. Kern. Pursuant to the Agreement, on March 6, 2017, Dr. Kern also received an option under the Company’s 2014 Stock Incentive Plan to purchase up to 47,847 shares ofCommon Stock with an exercise price per share of $4.18. The option was fully vested and exercisable and remained exercisable until the 2nd anniversary of thedate of grant, when it expired unexercised. 79 The Agreement contains termination provisions, pursuant to which if the Company terminates the Agreement or Dr. Kern’s employment without Cause (as definedin the Agreement) or if Dr. Kern terminates the Agreement or his employment thereunder with Good Reason (as defined in the Agreement), the Company shall: (i)within 90 days pay Dr. Kern, as severance pay, a lump sum equal to six (6) months of Base Salary (which shall increase to nine (9) months after the secondanniversary of March 6, 2017 and twelve (12) months after the third anniversary of March 6, 2017) (provided Dr. Kern is actively employed by the Company onsuch dates) (the “Payment Period”); (ii) pay Dr. Kern within 30 days of his termination of employment any bonus compensation that Dr. Kern would be entitled toreceive during the Payment Period in the absence of his termination without Cause or for Good Reason; (iii) immediately vest such number of equity or equitybased awards that would have vested during the six (6) months following the date of termination of employment; and (iv) shall continue to provide to Dr. Kernhealth insurance benefits during the Payment Period, unless otherwise provided by a subsequent employer. The foregoing severance payments are conditional uponDr. Kern executing a waiver and release in favor of the Company in a form reasonably acceptable to the Company. Preetam Shah On September 5, 2019, the Company and Preetam Shah, PhD, MBA, the Company’s Executive Vice President, Chief Financial Officer and Treasurer, entered intoan employment agreement, pursuant to which Dr. Shah receives an annual salary of $350,000 and is eligible to receive an annual cash bonus equal to 40% of hisbase salary, subject to the satisfaction of performance goals to be established each year. Dr. Shah also receives other benefits that are generally made available tothe Company’s employees. Pursuant to the agreement, Dr. Shah received on September 6, 2019, a one-time grant of stock options under the Company’s 2014Stock Incentive Plan (i) to purchase up to 100,000 shares of Common Stock, at an exercise price equal to $3.96 per share, and (ii) to purchase up to 100,000 sharesof Common Stock at an exercise price per share equal to $6.00 per share. Each option shall vest and become exercisable as follows: 25% of the shares underlyingthe option shall vest and become exercisable on the first anniversary of the date of grant, and the remaining shares underlying the option shall vest and becomeexercisable in equal quarterly installments thereafter, until fully vested and exercisable on the fourth anniversary of the date of grant, provided that Dr. Shahremains continuously employed by the Company from the date of grant through each applicable vesting date. Each option shall have a ten (10) year term. Anyunvested shares underlying the options as of the date of Dr. Shah’s employment termination shall automatically terminate. Pursuant to the agreement, Dr. Shah received on September 6, 2019, a one-time grant under the 2014 Stock Incentive Plan of 25,000 shares of restricted commonstock of the Company, which shall vest as to 100% of the award on the one year anniversary of the grant date, provided Dr. Shah remains continuously employedby the Company from the date of grant through the vesting date. In the event of Dr. Shah’s termination of employment prior to the one-year anniversary of thegrant date, the restricted stock grant shall automatically be immediately forfeited to the Company, without the payment of any consideration to Dr. Shah. The agreement contains termination provisions, pursuant to which if the Company terminates the agreement or Dr. Shah’s employment without Cause (as definedin the agreement) or if Dr. Shah terminates the agreement or his employment thereunder with Good Reason (as defined in the agreement), the Company shall: (i)pay Dr. Shah, as severance pay, a lump sum equal to three (3) months of Base Salary; (ii) pay Dr. Shah any bonus compensation that Dr. Shah would be entitled toreceive during the period of employment in that fiscal year; (iii) immediately vest such number of equity or equity based awards that would have vested during thethree (3) months following the date of termination of employment; and (iv) continue to provide Dr. Shah’s health insurance benefits during the three (3) monthsfollowing the date of termination of employment, unless otherwise provided by a subsequent employer. The foregoing severance payments are conditional uponDr. Shah executing a waiver and release in favor of the Company in a form reasonably acceptable to the Company. Uri Yablonka Uri Yablonka, the Company’s Executive Vice President, Chief Business Officer and director, is party to a June 6, 2014 employment agreement with the Subsidiary,which was amended July 26, 2017. Pursuant to the agreement, Uri Yablonka is paid a monthly salary of 41,000 NIS (approximately $11,900 per month). Mr.Yablonka also receives other benefits that are generally made available to the Company’s employees, including pension and education fund benefits. TheCompany provides Mr. Yablonka with a Company car and cellular phone, and a gross-up payment for any taxes relating thereto. Pursuant to the agreement, Mr.Yablonka also was granted a stock option on June 6, 2014 under the Company’s Amended and Restated 2004 Global Share Option Plan (the “Global Plan”) for thepurchase of 33,333 shares of the Company’s Common Stock, which was fully vested and exercisable upon grant. The exercise price for the grant is $2.70 pershare. In addition, the Company agreed to grant Mr. Yablonka a stock option under the Global Plan (or the applicable successor option plan) for the purchase of upto 13,333 shares of Common Stock (subject to appropriate adjustment in the case of stock splits, reverse stock splits and the like) of the Company on the firstbusiness day after each annual meeting of stockholders (or special meeting in lieu thereof) of the Company beginning with the 2014 annual meeting, and providedthat Mr. Yablonka remains an employee of the Company on each such date. The exercise price per share of the Common Stock subject to each additional optionshall be equal to $0.75 (subject to appropriate adjustment in the case of stock splits, reverse stock splits and the like, or changes to the Israeli Annual OptionAward under the Company’s Director Compensation Plan as amended from time to time). Each additional option vests and becomes exercisable on each monthlyanniversary date as to 1/12th the number of shares subject to the option, over a period of twelve months from the date of grant, such that each additional option willbe fully vested and exercisable on the first anniversary of the date of grant, provided that Mr. Yablonka remains an employee of the Company on each such vestingdate. In addition, Mr. Yablonka was granted 5,543 shares of Common Stock under the 2014 Global Plan on July 13, 2017. 80 Arturo Araya Arturo Araya, the Company’s Chief Commercial Officer, is party to an August 28, 2018 employment agreement with the Company, pursuant to which Mr. Arayareceives an annual base compensation of $300,000 and is eligible to receive an annual cash bonus equal to 20% of his base salary, subject to satisfaction of pre-established performance goals. On August 28, 2018 he also received a one-time grant of an option to purchase 200,000 shares of Common Stock under theCompany’s 2014 Stock Incentive Plan, at an exercise price of $3.98 per share. 25% of the grant shall vest and become exercisable on each of the first, second,third and fourth anniversaries of the grant date, so that the grant becomes fully vested and exercisable on the fourth anniversary of the grant date. The grantis subject to accelerated vesting upon a Change of Control, as defined in the agreement, and has a 10-year term. Any unvested shares underlying the grant as ofthe date of the termination of his employment with the Company shall automatically terminate. In connection with the employment agreement Mr. Araya resignedfrom the GNC Committee, and the restricted stock previously granted to him in connection with his service on the Board and the GNC Committee ceased vesting.He ceased serving as a member of the Board on November 29, 2018. Terms of Option Awards Stock option grants to the Named Executive Officers are described in the summaries of their executive employment agreements above and incorporated herein.Unless otherwise stated, option grants issued to Named Executive Officers prior to August 14, 2014 were made pursuant to the Company’s 2004 Global ShareOption Plan and grants issued to Named Executive Officers on or after August 14, 2014 were made pursuant to the Company’s 2014 Global Share Option Plan,and expire on the tenth anniversary of the grant date. Outstanding Equity Awards The following table sets forth information regarding equity awards granted to the Named Executive Officers that are outstanding as of December 31, 2019. In thetable below, columns required by the regulations of the SEC have been omitted where no information was required to be disclosed under those columns. Outstanding Equity Awards at December 31, 2019 Option Awards Stock Awards Name Number ofSecuritiesUnderlyingUnexercisedOptions(#)Exercisable Number ofSecuritiesUnderlyingUnexercisedOptions(#)Unexercisable OptionExercisePrice($) OptionExpirationDate Numberof Sharesor Unitsof StockThat HaveNot Vested(#) MarketValue ofShares orUnits ofStock ThatHave NotVested($)(1) Chaim Lebovits 369,619 - 2.45 9/28/2025 15,593(2) 66,736 23,389(3) 100,104 31,185(4) 133,472 Ralph Kern - - - - 17,943(5) 76,794 26,914(6) 115,191 35,885(7) 153,588 Preetam Shah - 100,000(8) 3.96 9/05/2029 25,000(9) 107,000 - 100,000(8) 6.00 9/05/2029 81 (1)Based on the fair market value of our Common Stock on December 31, 2019 ($4.28 per share).(2)Restricted stock award vests 25% on each of the 1st, 2nd, 3rd and 4th anniversary of date of grant (July 26, 2017), provided that Chaim Lebovits remainscontinuously employed by the Company from the date of grant through each applicable vesting date.(3)Restricted stock award vests 25% on each of the 1st, 2nd, 3rd and 4th anniversary of date of grant (July 26, 2018), provided that Chaim Lebovits remainscontinuously employed by the Company from the date of grant through each applicable vesting date.(4)Restricted stock award vests 25% on each of the 1st, 2nd, 3rd and 4th anniversary of date of grant (July 26, 2019), provided that Chaim Lebovits remainscontinuously employed by the Company from the date of grant through each applicable vesting date.(5)Restricted stock award vests 25% on each of the 1st, 2nd, 3rd and 4th anniversary of date of grant (March 6, 2017), provided that Ralph Kern remainscontinuously employed by the Company from the date of grant through each applicable vesting date.(6)Restricted stock award vests 25% on each of the 1st, 2nd, 3rd and 4th anniversary of date of grant (March 6, 2018), provided that Ralph Kern remainscontinuously employed by the Company from the date of grant through each applicable vesting date.(7)Restricted stock award vests 25% on each of the 1st, 2nd, 3rd and 4th anniversary of date of grant (March 6, 2019), provided that Ralph Kern remainscontinuously employed by the Company from the date of grant through each applicable vesting date.(8)Options for the purchase of 100,000 shares will vest and become exercisable as follows: 25% of the shares underlying the option shall vest and becomeexercisable on the first anniversary of the date of grant, and the remaining shares underlying the option shall vest and become exercisable in equal quarterlyinstallments thereafter, until fully vested and exercisable on the fourth anniversary of the date of grant, provided that Preetam Shah remains continuouslyemployed by the Company from the date of grant through each applicable vesting date.(9)Restricted stock award shall vest as to 100% of the award on the one year anniversary of the grant date (September 6, 2019), provided Preetam Shah remainscontinuously employed by the Company from the date of grant through the vesting date. Stock Incentive Plans During the fiscal year ended December 31, 2019, the Company had outstanding awards for stock options under four plans: (i) the 2004 Global Stock Option Planand the Israeli Appendix thereto (the “2004 Global Plan”) (ii) the 2005 U.S. Stock Option and Incentive Plan (the “2005 U.S. Plan,” and together with the 2004Global Plan, the “Prior Plans”); (iii) the 2014 Global Share Option Plan and the Israeli Appendix thereto (which applies solely to participants who are residents ofIsrael) (the “2014 Global Plan”); and (iv) the 2014 Stock Incentive Plan (the “2014 U.S. Plan” and together with the 2014 Global Plan, the 2014 Plans). The 2004 Global Plan and 2005 U.S. Plan expired on November 25, 2014 and March 28, 2015, respectively. Grants that were made under the Prior Plans remainoutstanding pursuant to their terms. The 2014 Plans were approved by the stockholders on August 14, 2014 (at which time the Company ceased to issue awardsunder each of the 2005 U.S. Plan and 2004 Global Plan) and amended on June 21, 2016 and November 29, 2018. Unless otherwise stated, option grants prior toAugust 14, 2014 were made pursuant to the Company’s Prior Plans, and grants issued on or after August 14, 2014 were made pursuant to the Company’s 2014Plans, and expire on the tenth anniversary of the grant date. The 2014 Plans have a shared pool of 4,400,000 shares of common stock available for issuance. The exercise price of the options granted under the 2014 Plansmay not be less than the nominal value of the shares into which such options are exercised. Any options under the 2014 Plans that are canceled or forfeited beforeexpiration become available for future grants. Compensation of Directors The following table sets forth certain summary information with respect to the compensation paid during the fiscal year ended December 31, 2019 earned by eachof the directors of the Company. In the table below, columns required by the regulations of the SEC have been omitted where no information was required to bedisclosed under those columns. 82 Director Compensation Table for Fiscal 2019 Fees Option Earned or Stock Awards Paid in Awards ($) Total Name Cash ($) ($)(1) (1)(2) ($) Dr. Irit Arbel — — 84,366(3) 84,366 Dr. June S. Almenoff 30,000(4) 7,780(5) 37,780 Dr. Anthony Polverino 12,500(6) 21,819(7) — 34,319 Mr. Chen Schor 30,000(8) — — 30,000 Mr. Malcolm Taub — 46,680(9) — 46,680 Uri Yablonka — — 44,402(10) 44,402 (1)The amounts shown in the “Stock Awards” and “Option Awards” columns represent the aggregate grant date fair value of awards computed in accordancewith ASC 718, not the actual amounts paid to or realized by the directors during fiscal 2019.(2)The fair value of each stock option award is estimated as of the date of grant using the Black-Scholes valuation model. Additional information regarding theassumptions used to estimate the fair value of all stock option awards is included in Note 11 – Share-based compensation to employees and to directors toConsolidated Financial Statements.(3)At December 31, 2019, Dr. Arbel had options (vested and unvested) to purchase 233,887 shares of Common Stock.(4)Represents the amount paid to Dr. Almenoff for her services as a director.(5)At December 31, 2019, Dr. Almenoff was entitled to 2,000 shares of unvested restricted Common Stock (restricted share issuance in process at year end).(6)Represents amounts paid to Dr. Polverino for his services as a director.(7)At December 31, 2019, Dr. Polverino had 2,000 shares of unvested restricted Common Stock (restricted share issuance in process at year end).(8)Represents the amount paid to Mr. Schor for his services as a director.(9)At December 31, 2019, Mr. Taub had 12,000 shares of unvested restricted Common Stock (restricted share issuance in process at year end).(10)At December 31, 2019, Mr. Yablonka had options (vested and unvested) to purchase 113,331 shares of Common Stock. Director Compensation Plan We review the level of compensation of our non-employee directors on a periodic basis. To determine how appropriate the current level of compensation for ournon-employee directors is, we have historically obtained data from a number of different sources, including publicly available data describing directorcompensation in peer companies and survey data collected by an independent compensation consultant. Those of our directors who are not employees ofBrainstorm receive compensation for their services as directors as follows: The Company’s Second Amended and Restated Director Compensation Plan was approved July 9, 2014 and amended on April 29, 2015, February 26, 2017 andJuly 13, 2017 (as amended, the “Director Compensation Plan”). Under the Director Compensation Plan, each eligible director is granted an annual awardimmediately following each annual meeting of stockholders beginning with the 2014 annual meeting. For non-U.S. directors, this annual award consists of anonqualified stock option to purchase 13,333 shares of Common Stock. For U.S. directors, at their option, this annual award is either (i) a nonqualified stockoption to purchase 6,666 shares of Common Stock or (ii) 6,666 shares of restricted stock. Additionally, each member of the GNC Committee or Audit Committeeof the Board receives (i) a nonqualified stock option to purchase 2,000 shares of Common Stock or (ii) in the case of U.S. directors and at their option, 2,000shares of restricted stock. The chair of the GNC Committee or Audit Committee will instead of the above committee award receive (i) a nonqualified stock optionto purchase 3,333 shares of Common Stock or (ii) in the case of U.S. directors and at their option, 3,333 shares of restricted stock. Any eligible participant who isserving as chairperson of the Board shall also receive (i) a nonqualified stock option to purchase 6,666 shares of Common Stock or (ii) in the case of U.S. directorsand at their option, 6,666 shares of restricted stock. Awards are granted on a pro rata basis for directors serving less than a year at the time of grant. The exerciseprice for options for U.S. directors will be equal to the closing price per share of the Common Stock on the grant date as reported on the Over-the-Counter BulletinBoard or the national securities exchange on which the Common Stock is then traded. The exercise price for options for non-U.S. directors is $0.75. Every optionand restricted stock award will vest monthly as to 1/12 the number of shares subject to the award over a period of twelve months from the date of grant, providedthat the recipient remains a member of the Board on each such vesting date, or, in the case of a committee award, remains a member of the committee on each suchvesting date. Every non-employee director of the Company is eligible to participate in the Director Compensation Plan, except that Chen Schor, Dr. June S.Almenoff, Arturo O. Araya (until he commenced service as an employee in August, 2018) and Dr. Anthony Polverino are not entitled receive annual directorawards under the Director Compensation Plan, but are entitled to committee compensation under the Director Compensation Plan in the event that they qualify forand serve as a member of any committee of the Board. Chen Schor, Dr. Almenoff, Mr. Araya and Dr. Polverino’s director compensation is further discussedbelow. 83 Pursuant to a February 26, 2017 resolution of the Board, Dr. Almenoff receives the following compensation for her service on the Board: an annual cash award inthe amount of $30,000, paid in biannual installments. Dr. Almenoff will not receive annual director awards under the Director Compensation Plan, but in the eventthat Dr. Almenoff serves as a member of any committee of the Board she will be entitled to committee compensation under the Director Compensation Plan. Dr.Almenoff serves as a member of the Audit Committee. Pursuant to resolutions of the Board, Dr. Polverino receives the following compensation for his service on the Board: an annual cash award in the amount of$12,500, paid in biannual installments, and an annual restricted stock award valued at $12,500 on the date of grant, as determined based on the closing price of theCompany’s common stock at the end of normal trading hours on the date of grant, or the previous closing price in the event the grant date does not fall on abusiness day. The grant vests in 12 consecutive, equal monthly installments commencing on the one-month anniversary of the date of grant, until fully vested onthe first anniversary of the date of grant. Dr. Polverino does not receive annual director awards under the Director Compensation Plan, but in the event that heserves as a member of any committee of the Board he is entitled to committee compensation under the Director Compensation Plan. Dr. Polverino serves on theGNC Committee. In November 2018 he received a grant of 1,667 shares of Common Stock for prior GNC Committee services. Pursuant resolution of the Board, Mr. Araya received the following compensation for his service on the Board: an annual cash award in the amount of $12,500,paid in biannual installments, and an annual restricted stock award valued at $12,500 on the date of grant, as determined based on the closing price of theCompany’s common stock at the end of normal trading hours on the date of grant, or the previous closing price in the event the grant date does not fall on abusiness day. Mr. Araya also received a grant of 1,249 shares of restricted stock for his service on the GNC Committee. All grants ceased vesting and Mr. Arayaresigned as a member of the GNC effective August 28, 2018, in connection with Mr. Araya commencing employment with the Company as its Chief CommercialOfficer. Mr. Araya ceased serving as a member of the Board on November 29, 2018. On February 26, 2017 the Amended and Restated Executive Director Agreement between the Company and Chen Schor dated November 11, 2011 was terminatedby mutual agreement of Chen Schor and the Company, and the Board approved that Chen Schor will receive the following compensation for his service on theBoard: an annual cash award in the amount of $30,000, paid in biannual installments; that Mr. Schor will not receive annual director awards under the DirectorCompensation Plan, but in the event that Mr. Schor serves as a member of any committee of the Board he will be entitled to committee compensation under theDirector Compensation Plan; and that the restricted stock grant (the “Schor Grant”) of 60,000 shares of restricted Common Stock previously granted to Mr. Schorunder the Company’s 2014 Stock Incentive Plan will continue to vest as previously agreed: 20,000 on: (a) August 22, 2015 (b) 20,000 on August 22, 2016 and (c)20,000 on August 22, 2017 (at which time the Grant was fully vested). Mr. Schor served as a member of the audit committee from November 2017 to November2019. On July 13, 2017 pursuant to the Company’s Third Amendment to the Second Amended and Restated Director Compensation Plan, we granted a stock option toDr. Arbel to purchase up to 12,000 shares of Common Stock at a purchase price of $0.75 per share, which was fully vested and exercisable on the date of grant. On December 12, 2019, the following grants were made under the Director Compensation Plan to the eligible directors: Dr. Arbel received a stock option topurchase 25,333 shares of Common Stock for her service as a director, chairperson of the Board, chair of the GNC Committee and a member of the AuditCommittee; Dr. Almenoff received 2,000 shares of restricted stock for her service as a member of the Audit Committee; Dr. Polverino received 2,000 shares ofrestricted stock for his service as a member of the GNC Committee; and Mr. Taub received 12,000 shares of restricted stock for his service as a director, chair ofthe Audit Committee and a member of the GNC Committee. 84 Item 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERMATTERS. Security Ownership of Certain Beneficial Owners and Management The following table sets forth certain information as of February 14, 2020 with respect to the beneficial ownership of our Common Stock by the following: (i) eachof our current directors; (ii) the Named Executive Officers; (iii) all of the current executive officers and directors as a group; and (iv) each person known by theCompany to own beneficially more than five percent (5%) of the outstanding shares of our Common Stock. For purposes of the following table, beneficial ownership is determined in accordance with the rules of the SEC and the information is not necessarily indicative ofbeneficial ownership for any other purpose. Except as otherwise noted in the footnotes to the table, we believe that each person or entity named in the table hassole voting and investment power with respect to all shares of our Common Stock shown as beneficially owned by that person or entity (or shares such power withhis or her spouse). Under the SEC’s rules, shares of our Common Stock issuable under options that are exercisable on or within 60 days after February 14, 2020(“Presently Exercisable Options”) or under warrants that are exercisable on or within 60 days after February 14, 2020 (“Presently Exercisable Warrants”) aredeemed outstanding and therefore included in the number of shares reported as beneficially owned by a person or entity named in the table and are used tocompute the percentage of the Common Stock beneficially owned by that person or entity. These shares are not, however, deemed outstanding for computing thepercentage of the Common Stock beneficially owned by any other person or entity. Unless otherwise indicated, the address of each person listed in the table is c/oBrainstorm Cell Therapeutics Inc., 1325 Avenue of Americas, 28th Floor, New York, NY 10019. The percentage of the Common Stock beneficially owned by each person or entity named in the following table is based on 26,230,839 shares of Common Stockoutstanding as of February 14, 2020, plus any shares issuable upon exercise of Presently Exercisable Options and Presently Exercisable Warrants held by suchperson or entity. Shares Beneficially Owned (Includes Common Stock, Presently Exercisable Options and Presently Exercisable Warrants) Name of Beneficial Owner # of Shares % of Class Directors and Named Executive Officers Chaim Lebovits(1) 4,552,440(1) 15.9%Ralph Kern 115,655 * Preetam Shah 36,600(2) * Uri Yablonka 111,985(3) * June Almenoff 9,175(4) * Irit Arbel 372,831(5) 1.4%Chen Schor 125,558(6) * Anthony Polverino 15,862(7) * Malcolm Taub 53,332(8) * All current directors and executive officers as a group (10 persons) 5,452,046(9) 18.8%5% Shareholders (other than listed above) N/A (see FN1) *Less than 1%.(1)Includes (i) 1,933,794 shares of Common Stock owned by ACCBT Corp., (ii) 2,016,666 shares of Common Stock issuable to ACCBT Corp. upon theexercise of Presently Exercisable Warrants, (iii) 138,806 shares of Common Stock owned by ACC International Holdings Ltd., (iv) 369,619 shares ofCommon Stock issuable to Chaim Lebovits upon the exercise of Presently Exercisable Options. Chaim Lebovits, our Chief Executive Officer, may be deemedthe beneficial owner of these shares. The address of ACCBT Corp. and ACC International Holdings Ltd.is Morgan & Morgan Building, Pasea Estate, RoadTown, Tortola, British Virgin Islands.(2)Mr. Shah’s employment with the Company commenced on September 6, 2019.(3)Includes 104,442 of shares of Common Stock issuable upon the exercise of Presently Exercisable Options. 85 (4)Consists of 7,175 shares owned by Meadowlark Management LLC and 2,000 shares of restricted stock (issuance in process). Dr. Almenoff disclaimsbeneficial ownership of the shares owned by Meadowlark Management LLC except to the extent of any pecuniary interest therein.(5)Includes 216,998 shares of Common Stock issuable upon the exercise of Presently Exercisable Options. Dr. Arbel’s address is 6 Hadishon Street, Jerusalem,Israel.(6)Includes 121,558 shares owned by The C. Schor Irrevocable Trust, an irrevocable trust for the benefit of Mr. Schor and other individuals. Mr. Schor disclaimsbeneficial ownership of these shares except to the extent of any pecuniary interest therein.(7)Includes 5,071 shares of restricted stock (issuance in process).(8)Includes 12,000 shares of restricted stock (issuance in process).(9)Includes (i) 2,016,666 shares of Common Stock issuable upon the exercise of Presently Exercisable Warrants and (ii) 741,049 shares of Common Stockissuable upon the exercise of Presently Exercisable Options. Equity Compensation Plan Information The following table summarizes certain information regarding our equity compensation plans as of December 31, 2019: Number of Number of securities Weighted- securities to be average remaining issued upon exercise available for exercise of price of future outstanding outstanding issuance options, options, under equity warrants warrants compensation Plan Category and rights and rights plans Equity compensation plans approved by security holders 1,293,007 $3.0142 2,146,689(1)Equity compensation plans not approved by security holders — — — Total 1,293,007 $3.0142 2,146,689(1) (1)A total of 3,439,696 shares of our Common Stock are reserved for issuance in aggregate under the Plans and the Prior Plans. Any awards granted under eitherthe Global Plan or the U.S. Plan will reduce the total number of shares available for future issuance under the other plan. Item 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE. Certain Relationships and Related Transactions The Audit Committee of our Board reviews and approves all related-party transactions. A “related-party transaction” is a transaction that meets the minimumthreshold for disclosure under the relevant SEC rules (transactions involving amounts exceeding the lesser of $120,000 or one (1) percent of the average of thesmaller reporting company's total assets at year-end for the last two fiscal years in which a “related person” or entity has a direct or indirect material interest).“Related persons” include our executive officers, directors, 5% or more beneficial owners of our Common Stock, immediate family members of these persons andentities in which one of these persons has a direct or indirect material interest. When a potential related-party transaction is identified, management presents it tothe Audit Committee to determine whether to approve or ratify it. The Audit Committee reviews the material facts of any related-party transaction and either approves or disapproves of the entry into the transaction. If advanceapproval of a related-party transaction is not feasible, then the transaction will be considered and, if the Audit Committee determines it to be appropriate, ratifiedby the Audit Committee. No director may participate in the approval of a transaction for which he or she is a related party. 86 Research and License Agreement with Ramot The Company has maintained a commercial relationship with Ramot, the technology transfer group within Tel Aviv University, since July 2004, when theCompany and Ramot entered into a Research and License Agreement (the “Original Agreement”). The Original Agreement was amended in both March and Mayof 2006, when the parties signed, respectively, an Amended and Restated Research and License Agreement (the “Amended and Restated Agreement”) andAmendment Number 1 to the Amended and Restated Agreement. Thereafter, the Company and Ramot entered into a Letter Agreement in December 2009 whichfurther amended the Amended and Restated Agreement by releasing the Company from various duties and obligations (including the Company’s commitment tofund three (3) years of additional Ramot research - a financial commitment of $1,140,000), while converting other payments due and owing to Ramot by theCompany into shares of Common Stock. In December 2011, the Company assigned the Amended and Restated Agreement (as amended) to its Israeli Subsidiarywith the consent of Ramot, provided the Company agreed to guaranty the performance obligations of its Israeli Subsidiary thereunder. The Amended and RestatedAgreement was amended in both April 2014 (Amendment Number 2) and March 2016 (Amendment Number 3). In addition to the foregoing, on April 30, 2014, the Israeli Subsidiary executed a consulting agreement (the “Offen Consulting Agreement”) with Professor Offenof Tel Aviv University, which expressly replaced their previous agreement (signed in July 2004). Pursuant to the Offen Consulting Agreement, Professor Offengranted our Israeli Subsidiary exclusive rights, title and interest in and to all work product and deliverables resulting from the provision of his services thereunder,except that any new intellectual property arising from this agreement would be deemed a joint invention that is jointly owned by both our Israeli Subsidiary andRamot. No such joint inventions have resulted from this consulting agreement and it was terminated on January 18, 2018. The primary focus of our agreements (and subsequent amendments) with Ramot has and continues to be the commissioning of a group of scientists within TelAviv University to carry out research in the area of the stem-cell technology referenced above, and the granting of rights to the Company (and later our IsraeliSubsidiary, after the assignment referenced above) in the inventions, know-how and results procured from such research (the “Ramot IP”). In consideration for the rights granted to our Israeli Subsidiary in and to the Ramot IP, our Israeli Subsidiary is required to pay Ramot royalties ranging betweenthree percent (3%) and five percent (5%) of all net sales realized from the exploitation of the Ramot IP, as well as remittances of between twenty percent (20%) andtwenty-five percent (25%) on revenues received from the sub-licensing of the Ramot IP. Pursuant to the third amendment of the Amended and Restated Agreement referenced above, Ramot agreed to convert the exclusive licenses then-existing, tooutright transfers and assignments of the Ramot IP, thereby granting our Israeli Subsidiary ownership thereof. Investment Agreement with ACCBT Corp. We are party to a July 2, 2007 subscription agreement and related registration rights agreement and warrants, amended July 31, 2009, May 10, 2012, May 19, 2014and November 2, 2017 (together as amended, the “ACCBT Documents”) with ACCBT, a company under the control of Mr. Chaim Lebovits, our President andChief Executive Officer, pursuant to which, for an aggregate purchase price of approximately $5.0 million, we sold to ACCBT 1,920,461 shares of our CommonStock (the “Subscription Shares”) and warrants to purchase up to 2,016,666 shares of our Common Stock (the “ACCBT Warrants”). The ACCBT Warrants containcashless exercise provisions, which permit the cashless exercise of up to 50% of the underlying shares of Common Stock. 672,222 of the ACCBT Warrants havean exercise price of $3.00 and the remainder have an exercise price of $4.35. All of the ACCBT Warrants are presently outstanding. Pursuant to the terms of the ACCBT Documents, ACCBT has the following rights for so long as ACCBT or its affiliates hold at least 5% of our issued andoutstanding share capital: ·Board Appointment Right: ACCBT has the right to appoint 30% of the members of our Board and any of our committees and the Board of Directors ofour subsidiaries.·Preemptive Right: ACCBT has the right to receive thirty days’ notice of, and to purchase a pro rata portion (or greater under certain circumstances whereoffered shares are not purchased by other subscribers) of, securities issued by us, including options and rights to purchase shares. This preemptive rightdoes not include issuances under our equity incentive plans.·Consent Right: ACCBT’s written consent is required for Brainstorm transactions greater than $500,000. In addition, ACCBT is entitled to demand and piggyback registration rights, whereby ACCBT may request, upon 15 days’ written notice, that we file, or includewithin a registration statement to be filed, with the Securities and Exchange Commission for ACCBT’s resale of the Subscription Shares, as adjusted, and theshares of our Common Stock issuable upon exercise of the ACCBT Warrants. 87 We registered 1,920,461 shares of Common Stock and 2,016,666 shares of Common Stock underlying the ACCBT Warrants on registration statement No. 333-201705 dated January 26, 2015 pursuant to ACCBT’s registration rights. The foregoing description reflects the November 2, 2017 Warrant Amendment Agreement between the Company and ACCBT, pursuant to which the rights andprivileges of the ACCBT Entities relating to the management of the Company were reduced, in exchange for a five (5) year extension of the expiration of theCompany warrants held by the ACCBT Entities. Pursuant to the amendment, the ACCBT Documents were amended as follows: (i) the ACCBT Entities existingright to appoint 50.1% of the Board of Directors of the Company and its subsidiaries was reduced to 30%; (ii) the ACCBT Entities’ consent rights regardingCompany matters pursuant to the ACCBT Documents were limited to transactions greater than $500,000 (previous to the amendment the consent right was fortransactions of $25,000 or more); and (iii) the expiration date of each of the ACCBT Warrants was extended until November 5, 2022 (the previous expiration datewas November 5, 2017). Mr. Lebovits, the Company’s President and Chief Executive Officer, is deemed to control ACCBT. Mr. Lebovits employment agreement with the Company andrelated employee compensation are described under “Executive Employment Agreements” in the Executive Compensation section above. Independence of the Board of Directors The Board of Directors of the Company (the “Board”) has determined that each of Dr. Arbel, Dr. Almenoff, Dr. Polverino and Mr. Taub satisfies the criteria forbeing an “independent director” under the standards of the Nasdaq Stock Market, Inc. (“Nasdaq”) and has no material relationship with the Company other than byvirtue of service on the Board. Mr. Schor and Mr. Yablonka are not considered “independent directors.” The Board of Directors is comprised of a majority of independent directors and the Audit and GNC Committees are comprised entirely of independent directors. 88 Item 14.PRINCIPAL ACCOUNTING FEES AND SERVICES. Independent Registered Public Accounting Firm Principal Accountant Fees and Services The following table presents fees for professional audit services rendered by Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network (“Deloitte”)for the audit of our financial statements for the fiscal years ended December 31, 2019 and 2018 and fees billed for other services rendered by Deloitte during thoseperiods. December 31, 2018 2019 Audit Fees (1) $58,000 $55,000 Audit-Related Fees $- $- Tax Fees (2) $28,000 $11,000 All Other Fees $- $- Total Fees $86,000 $66,000 (1)Audit fees are comprised of fees for professional services performed by Deloitte for the audit of our annual financial statements and the review of ourquarterly financial statements, as well as other services provided by Deloitte in connection with statutory and regulatory filings or engagements. (2)Tax fees are comprised of fees for preparation of tax returns to the Company and the services performed by Deloitte in connection with Inter-Companymatters. We did not use Deloitte for financial information system design and implementation. These services, which include designing or implementing a system thataggregates source data underlying the financial statements and generates information that is significant to our financial statements, are provided internally or byother service providers. We did not engage Deloitte to provide compliance outsourcing services. Pre-approval Policies Our Audit Committee is responsible for pre-approving all services provided by our independent auditors. All of the above services and fees were reviewed andapproved by the Audit Committee before the services were rendered. The Board of Directors has considered the nature and amount of fees billed by Deloitte and believes that the provision of services for activities unrelated to theaudit is compatible with maintaining Deloitte’s independence. PART IV Item 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES. (1)Financial Statements. The financial statements listed in the Index to Consolidated Financial Statements are filed as part of this report. (2)Financial Statement Schedules. All financial statement schedules have been omitted as they are either not required, not applicable, or the information is otherwise included. 89 (3)Exhibits. Filed (orIncorporated byReference HereinExhibitNumberDescriptionFurnished)with this Form 10-KFormExhibit& File No.Date Filed 2.1Agreement and Plan of Merger, dated as of November 28, 2006, by and betweenBrainstorm Cell Therapeutics Inc., a Washington corporation, and Brainstorm CellTherapeutics Inc., a Delaware corporation. DefinitiveSchedule 14AAppendix AFile No. 333-61610November 20,2006 3.1Certificate of Incorporation of Brainstorm Cell Therapeutics Inc. DefinitiveSchedule 14AAppendix BFile No. 333-61610November 20,2006 3.2Certificate of Amendment of Certificate of Incorporation of Brainstorm Cell TherapeuticsInc. dated September 15, 2014. Form 8-KExhibit 3.1File No. 000-54365September 16,2014 3.3Certificate of Amendment of Certificate of Incorporation of Brainstorm Cell TherapeuticsInc. dated August 31, 2015. Form 8-KExhibit 3.1File No. 001-366641September 4,2015 3.4ByLaws of Brainstorm Cell Therapeutics Inc. DefinitiveSchedule 14AAppendix CFile No. 333-61610November 20,2006 3.5Amendment No. 1 to ByLaws of Brainstorm Cell Therapeutics Inc., dated as of March 21,2007. Form 8-KExhibit 3.1File No. 333-61610March 27,2007 90 4.1Specimen Certificate of Common Stock of Brainstorm Cell Therapeutics Inc. Form 8-KExhibit 4.1File No. 000-54365September 16,2014 10.1Research and License Agreement, dated as of July 8, 2004, by and between the Companyand Ramot at Tel Aviv University Ltd. Form 8-KExhibit 10.1File No. 333-61610July 16, 2004 10.2Research and License Agreement, dated as of March 30, 2006, by and between theCompany and Ramot at Tel Aviv University Ltd. Form 8-KExhibit 10.1File No. 333-61610April 4, 2006 10.3Amendment Agreement, dated as of May 23, 2006, to Research and License Agreement, byand between the Company and Ramot at Tel Aviv University Ltd. Form 8-K/AExhibit 10.1File No. 333-61610May 23, 2006 10.4Amendment Agreement, dated as of March 31, 2006, among the Company, Ramot at TelAviv University Ltd. and certain warrantholders. Form 8-KExhibit 10.2File No. 333-61610April 4, 2006 10.5Second Amended and Restated Research and License Agreement, dated July 26, 2007, byand between the Company and Ramot at Tel Aviv University Ltd. Form 10-QSBExhibit 10.4File No. 333-61610August 20,2007 10.6Second Amended and Restated Registration Rights Agreement, dated August 1, 2007, byand between the Company and Ramot at Tel Aviv University Ltd. Form 10-QSBExhibit 10.5File No. 333-61610August 20,2007 10.7Waiver and Release, dated August 1, 2007, executed by Ramot at Tel Aviv University Ltd.in favor of the Company. Form 10-QSBExhibit 10.6File No. 333-61610August 20,2007 91 10.8Letter Agreement, dated December 24, 2009, by and between the Company and Ramot atTel Aviv University Ltd. Form 8-KExhibit 10.1File No. 333-61610December 31,2009 10.9Amendment No. 1, dated December 24, 2009, to the Second Amended and RestatedResearch and License Agreement dated July 26, 2007 by and between Brainstorm CellTherapeutics Ltd. and Ramot at Tel Aviv University Ltd. Form 8-KExhibit 10.2File No. 333-61610December 31,2009 10.10Assignment Agreement, dated December 20, 2011, by and between the Company andBrainstorm Cell Therapeutics Ltd. Form S-1Exhibit 10.12File No. 333-179331February 3,2012 10.11Amendment No. 2, dated April 30, 2014, to the Second Amended and Restated Researchand License Agreement dated July 26, 2007 by and between Brainstorm Cell TherapeuticsLtd. and Ramot at Tel Aviv University Ltd. Form 10-KExhibit 10.11File No. 001-36641March 9, 2016 10.12Amendment No. 3, effective February 18, 2016, to the Second Amended and RestatedResearch and License Agreement dated July 26, 2007 by and between Brainstorm CellTherapeutics Ltd. and Ramot at Tel Aviv University Ltd. Form 10-KExhibit 10.12File No. 001-36641March 9, 2016 10.13Consulting Agreement, dated as of April 30, 2014, by and between Brainstorm CellTherapeutics Ltd. and Dr. Daniel Offen. Form S-1Exhibit 10.15File No. 333-179331June 29, 2012 10.14*Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan. Form 8-KExhibit 10.1File No. 000-54365August 15,2014 10.15*Amendment No. 1 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan. Schedule 14AAppendix AFile No. 001-36641May 11, 2016 92 10.16*Amendment No. 2 to the Brainstorm Cell Therapeutics Inc. 2014 Stock Incentive Plan. Form 8-KExhibit 10.1File No. 001-36641November 30,2018 10.17*Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan. Form 8-KExhibit 10.2File No. 000-54365August 15,2014 10.18*Amendment No. 1 to the Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan. Schedule 14AAppendix BFile No. 001-36641May 11, 2016 10.19*Amendment No. 2 to the Brainstorm Cell Therapeutics Inc. 2014 Global Share Option Plan. 8-KExhibit 10.2File No. 001-36641November 30,2018 10.20*Form of Incentive Stock Option Agreement under the Brainstorm Cell Therapeutics Inc.2014 Stock Incentive Plan. Form 8-KExhibit 10.1File No. 001-36641November 4,2014 10.21*Form of Nonstatutory Stock Option Agreement under the Brainstorm Cell Therapeutics Inc.2014 Stock Incentive Plan. Form 8-KExhibit 10.2File No. 001-36641November 4,2014 10.22*Form of Restricted Stock Agreement under the Brainstorm Cell Therapeutics Inc. 2014Stock Incentive Plan. Form 8-KExhibit 10.3File No. 001-36641November 4,2014 93 10.23*Form of Option Agreement under the Brainstorm Cell Therapeutics Inc. 2014 Global ShareOption Plan. Form 8-KExhibit 10.4File No. 001-36641November 4,2014 10.24Subscription Agreement, dated July 2, 2007, by and between the Company and ACCBTCorp. Form 8-KExhibit 10.1File No. 333-61610July 5, 2007 10.25Amendment to Subscription Agreement, dated as of July 31, 2009, by and between theCompany and ACCBT Corp. Form 8-KExhibit 10.1File No. 333-61610August 24,2009 10.26Form of Common Stock Purchase Warrant issued by the Company to ACCBT Corp. Form 8-KExhibit 10.2File No. 333-61610July 5, 2007 10.27Form of Registration Rights Agreement by and between the Company and ACCBT Corp. Form 8-KExhibit 10.3File No. 333-61610July 5, 2007 10.28Form of Security Holders Agreement, by and between ACCBT Corp. and certain securityholders of the Company. Form 8-KExhibit 10.4File No. 333-61610July 5, 2007 10.29Warrant Amendment Agreement, dated as of May 10, 2012, by and between BrainstormCell Therapeutics Inc. and ACCBT Corp. Form 10-QExhibit 10.1File No. 000-54365May 11, 2012 10.30Amendment of Warrants dated May 19, 2014 by and among Brainstorm Cell TherapeuticsInc., ACCBT Corp. and ACC International Holdings Ltd. Form 10-QExhibit 10.4File No. 000-54365August 12,2014 94 10.312017 Amendment of Warrants and Subscription Agreement dated November 2, 2017 by andamong Brainstorm Cell Therapeutics Inc., ACCBT Corp. and ACC International HoldingsLtd. Form 8-KExhibit 10.1File No. 001-36641November 3,2017 10.32Clinical Trial Agreement, entered into as of February 17, 2010, among Brainstorm CellTherapeutics Ltd., Prof. Dimitrios Karousis and Hadasit Medical Research Services andDevelopment Ltd. Form 10-QExhibit 10.1File No. 000-54365August 15,2011 10.33Amendment to the Clinical Trial Agreement, entered into as of June 27, 2011, amongBrainstorm Cell Therapeutics Ltd., Prof. Dimitrios Karousis and Hadasit Medical ResearchServices and Development Ltd. Form 10-QExhibit 10.2File No. 000-54365August 15,2011 10.34*Amended and Restated Executive Director Agreement, dated November 11, 2011, by andbetween the Company and Chen Schor. Form 8-K/AExhibit 10.1File No. 333-61610November 16,2011 10.35*Employment Agreement dated June 6, 2014 between Brainstorm Cell Therapeutics Ltd. andUri Yablonka. Form 8-KExhibit 10.1File No. 000-54365June 9, 2014 10.36*Restricted Stock Award Agreement under the Brainstorm Cell Therapeutics Inc. 2014Global Share Option Plan, regarding July 26, 2017 grant to Chaim Lebovits. Form 10-QExhibit 10.2File No. 001-36641October 17,2017 10.37Form of Securities Purchase Agreement. Form 8-KExhibit 10.1File No. 000-54365June 13, 2014 10.38Form of Warrant. Form 8-KExhibit 10.2File No. 000-54365June 13, 2014 95 10.39Form of Registration Rights Agreement. Form 8-KExhibit 10.3File No. 000-54365June 13, 2014 10.40Form of Warrant. Form 8-KExhibit 4.1File No. 001-36641January 8,2015 10.41Warrant Exercise Agreement, dated as of January 8, 2015. Form 8-KExhibit 10.2File No. 001-36641January 8,2015 10.42Form of Warrant. Form 8-KExhibit 4.1File No. 001-36641June 7, 2018 10.43Warrant Exercise Agreement. Form 8-KExhibit 10.1File No. 001-36641June 7, 2018 10.44Leak-Out Agreement. Form 8-KExhibit 10.2File No. 001-36641June 7, 2018 10.45Share Cap Agreement. Form 10-QExhibit 10.4File No. 001-36641July 23, 2018 96 10.46*Employment Agreement dated September 28, 2015 between Brainstorm Cell TherapeuticsInc. and Chaim Lebovits. Form 8-KExhibit 10.1File No. 001-36641September 28,2015 10.47*First Amendment to Employment Agreement dated March 7, 2016 between Brainstorm CellTherapeutics Inc. and Chaim Lebovits. Form 10-KExhibit 10.53File No. 001-36641March 9, 2016 10.48*Second Amendment to Employment Agreement dated July 26, 2017 between the Companyand Chaim Lebovits. Form 10-QExhibit 10.3File No. 001-36641October 17,2017 10.49*Employment Agreement dated February 28, 2017 between Brainstorm Cell TherapeuticsInc. and Dr. Ralph Kern, as amended by Amendment No. 1 dated March 3, 2017. Form 8-KExhibit 10.1File No. 001-36641March 6, 2017 10.50*Employment Agreement by and between Brainstorm Cell Therapeutics Ltd. and EyalRubin, dated October 31, 2017. Form 8-KExhibit 10.2File No. 001-36641November 3,2017 10.51*Restricted Stock Award Agreement under the Brainstorm Cell Therapeutics Inc. 2014Global Share Option Plan, regarding November 20, 2017 grant to Eyal Rubin. Form 10-KExhibit 10.45File No. 001-36641March 8, 2018 10.52*Employment Agreement by and between Brainstorm Cell Therapeutics Inc. and ArturoAraya effective August 28, 2018.Form 10-KExhibit 10.52File No. 001-36641March 29,2019 10.53*Brainstorm Cell Therapeutics Inc. Second Amended and Restated Director CompensationPlan. Form 8-KExhibit 10.1File No. 001-36641July 10, 2014 97 10.54*Brainstorm Cell Therapeutics Inc. First Amendment to the Second Amended and RestatedDirector Compensation Plan. Form 10-QExhibit 10.2File No. 001-36641May 14, 2015 10.55*Brainstorm Cell Therapeutics Inc. Second Amendment to the Second Amended andRestated Director Compensation Plan dated February 26, 2017. Form 10-KExhibit 10.54File No. 001-36641March 29,2017 10.56*Brainstorm Cell Therapeutics Inc. Third Amendment to the Second Amended and RestatedDirector Compensation Plan. Form 10-QExhibit 10.1File No. 001-36641October 17,2017 10.57Notice of Award - CLIN2: Partnering Opportunity for Clinical Trial Stage ProjectsCalifornia Institute for Regenerative Medicine, August 25, 2017. Form 10-KExhibit 10.50File No. 001-36641March 8, 2018 10.58Distribution Agreement, dated June 11, 2019, by and between Brainstorm CellTherapeutics Inc. and Raymond James & Associates, Inc. Form 8-KExhibit 1.1June 11, 2019 10.59Form of Warrant Form 8-KExhibit 4.1August 2,2019 10.60Warrant Exercise Agreement Form 8-KExhibit 10.1August 2,2019 10.61*Offer letter, dated September 5, 2019, by and between Brainstorm Cell Therapeutics Inc.and Preetam Shah Form 10-QExhibit 10.3November 14,2019 21Subsidiaries of the Company.‡ 98 23.1Consent of Brightman Almagor Zohar & Co., a Firm in the Deloitte Global Network.‡ 31.1Certification by the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡ 31.2Certification by the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.‡ 32.1Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-OxleyAct of 2002.‡‡ 32.2Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-OxleyAct of 2002.‡‡ 101The following financial information from the Annual Report on Form 10-K of BrainstormCell Therapeutics Inc. for the year ended December 31, 2019, formatted in XBRL(eXtensible Business Reporting Language): (1) Consolidated Balance Sheets as of December31, 2018, and 2019; (2) Consolidated Statements of Operations for the years endedDecember 31, 2018 and 2019 and from September 22, 2000 (Inception) to December 31,2019; (3) Statements of Changes in Stockholders’ Equity (Deficit) from September 22, 2000(Inception) through December 31, 2019; (4) Consolidated Statements of Cash Flows for theyears ended December 31, 2018 and 2019 and from September 22, 2000 (Inception) toDecember 31, 2019; and (5) Notes to Financial Statements.‡ *Management contract or compensatory plan or arrangement filed in response to Item 15(a)(3) of Form 10-K. ‡Filed herewith. ‡‡Furnished herewith. Item 16.FORM 10-K SUMMARY. Not required. 99 SIGNATURES In accordance with Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by theundersigned, thereunto duly authorized. BRAINSTORM CELL THERAPEUTICS INC. Date: February 18, 2020By: /s/ Chaim Lebovits Name: Chaim Lebovits Title: President and Chief Executive Officer In accordance with the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacitiesand on the dates indicated. Signature Title Date /s/ Chaim Lebovits President and Chief Executive Officer February 18, 2020Chaim Lebovits (Principal Executive Officer) /s/ Preetam Shah Chief Financial Officer and Treasurer February 18, 2020Preetam Shah (Principal Financial and Accounting Officer) /s/ Irit Arbel February 18, 2020Irit Arbel Director /s/ June S. Almenoff February 18, 2020June S. Almenoff Director /s/ Chen Schor February 18, 2020Chen Schor Director /s/ Anthony Polverino February 18, 2020Anthony Polverino Director /s/ Malcolm Taub February 18, 2020Malcolm Taub Director /s/ Uri Yablonka February 18, 2020Uri Yablonka Director 100 EXHIBIT 21 Subsidiaries of Brainstorm Cell Therapeutics Inc. Subsidiary Jurisdiction of IncorporationBrainStorm Cell Therapeutics Ltd. IsraelAdvanced Cell Therapies Ltd.* IsraelBrainStorm Cell Therapeutics UK Ltd.* United KingdomBrainstorm Cell Therapeutics Limited* Ireland * Wholly owned subsidiary of BrainStorm Cell Therapeutics Ltd. 1 Exhibit 23.1 CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM We consent to the incorporation by reference to Registration Statement Nos. 333-131880, 333-168763, 333-175460, 333-182546, 333-198391, 333-213714 and333-228981 on Form S-8 and Nos. 333-201704, 333-201705, 333-204718, 333-225517, 333-225995 and 333-233349 on Form S-3 of our report dated February 18,2020, relating to the financial statements of BRAINSTORM CELL THERAPEUTICS INC. (which report expresses an unqualified opinion and includes anexplanatory paragraph regarding the Company’s ability to continue as a going concern) appearing in this Annual Report on Form 10-K of BRAINSTORM CELLTHERAPEUTICS INC. for the year ended December 31, 2019. /s/ Brightman Almagor Zohar & Co. Brightman Almagor Zohar & Co. a Firm in the Deloitte Global Network Tel Aviv, Israel February 18, 2020 1 EXHIBIT 31.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a), as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002. I, Chaim Lebovits, certify that: 1. I have reviewed this Annual Report on Form 10-K of Brainstorm Cell Therapeutics Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (theregistrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internalcontrol over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant'sauditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financialreporting. February 18, 2020 /s/ Chaim Lebovits Name:Chaim Lebovits Title:President and Chief Executive Officer(Principal Executive Officer) EXHIBIT 31.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO EXCHANGE ACT RULE 13a-14(a), as adopted pursuant to Section 302 of theSarbanes-Oxley Act of 2002. I, Preetam Shah, certify that: 1. I have reviewed this Annual Report on Form 10-K of Brainstorm Cell Therapeutics Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statementsmade, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financialcondition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. The registrant's other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange ActRules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure thatmaterial information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report is being prepared; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generallyaccepted accounting principles; c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (theregistrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internalcontrol over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant'sauditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely toadversely affect the registrant's ability to record, process, summarize and report financial information; and b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financialreporting. February 18, 2020 /s/ Preetam Shah Name:Preetam Shah Title:Chief Financial Officer(Principal Financial Officer) EXHIBIT 32.1 CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002. In connection with the accompanying Annual Report on Form 10-K of Brainstorm Cell Therapeutics Inc.(the “Company”) for the year ended December 31, 2019,the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) such Annual Report on Form 10-K for the year ended December 31, 2019 fully complies with the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934; and (2) the information contained in such Annual Report on Form 10-K for the year ended December 31, 2019 fairly presents, in all material respects, the financialcondition and results of operations of the Company. February 18, 2020 /s/ Chaim Lebovits Name:Chaim Lebovits Title:President and Chief Executive Officer(Principal Executive Officer) EXHIBIT 32.2 CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER PURSUANT TO 18 U.S.C. 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of2002. In connection with the accompanying Annual Report on Form 10-K of Brainstorm Cell Therapeutics Inc.(the “Company”) for the year ended December 31, 2019the undersigned hereby certifies pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) such Annual Report on Form 10-K for the year ended December 31, 2019 fully complies with the requirements of Section 13(a) or 15(d) of the SecuritiesExchange Act of 1934; and (2) the information contained in such Annual Report on Form 10-K for the year ended December 31, 2019 fairly presents, in all material respects, the financialcondition and results of operations of the Company. February 18, 2020 /s/ Preetam Shah Name:Preetam Shah Title:Chief Financial Officer(Principal Financial Officer)

Continue reading text version or see original annual report in PDF format above