Brainstorm Cell Therapeutics Inc 2025年度报告

BRAINSTORM CELL THERAPEUTICS INC.(Exact Name of Registrant as specified in its charter) Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.Yes☐No⌧ 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⌧ 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 1934during the preceding 12 months(or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filingrequirements for the past 90 days.Yes⌧No☐ Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 ofRegulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit suchfiles).Yes⌧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 anemerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growthcompany” in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer☐ Accelerated filer☐ Non-accelerated filer⌧ Smaller reporting company⌧ 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 newor revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internalcontrol over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm thatprepared or issued its audit report.☐ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in thefiling reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensationreceived by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). YesNo⌧ The approximate aggregate market value of the voting and non-voting common equity held by non-affiliates of the issuer as of June30, 2025 (the lastbusiness day of the registrant’s most recently completed second fiscal quarter), was $10,496,980. As of March 27, 2026, the number of shares outstanding of the registrant’s Common Stock, $0.00005 par value per share, was 11,034,775. BRAINSTORM CELL THERAPEUTICS INC.ANNUAL REPORT ON FORM 10-KYEAR ENDED DECEMBER 31, 2025TABLE OF CONTENTS ITEMPagePART I1.Business41A.Risk Factors331B.Unresolved Staff Comments662.Properties673.Legal Proceedings674.Mine Safety Disclosures68PART II5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities696.Reserved697.Management’s Discussion and Analysis ofFinancial Condition and Results of Operations697A.Quantitative and Qualitative Disclosures About Market Risk758.Financial Statements and Supplementary Data769.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure1069A.Controls and Procedures1069B.Other Information1079C.Disclosure Regarding Foreign Jurisdictions That Prevent Inspections107PART III10.Directors, Executive Officers and Corporate Governance10811.Executive Compensation11512.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters12213.Certain Relationships and Related Transactions, and Director Independence12314.Principal Accounting Fees and Services126PART IV15.Exhibits, Financial Statement Schedules12716.Form 10-K Summary137 PART ISPECIAL NOTE Unless otherwise specified in this Annual Report on Form 10-K, all references to currency, monetary values anddollars 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 CellTherapeutics Inc. (together with its consolidated subsidiaries, the “Company,” “Brainstorm,” “we,” “us” or “our”)and its potential future business operations and performance, including financial results for the most recent fiscal year,statements regarding the market potential for treatment of neurodegenerative disorders such as amyotrophic lateralsclerosis (“ALS”), the suffi