Brainstorm Cell Therapeutics Inc. filed SEC Form 8-K: Leadership Update, Regulation FD Disclosure, Financial Statements and Exhibits
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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On May 25, 2026, the Board of Directors (the “Board”) of Brainstorm Cell Therapeutics Inc. (the “Company”) approved an increase in the number of directors constituting the Board from seven to eight directors and appointed Peter Pitts to serve as a director of the Company, effective as of the same day, to serve until the Company’s 2026 Annual Meeting of Stockholders and until his successor is duly elected and qualified.
Mr. Pitts, age 67, has served as the President of the Center for Medicine in the Public Interest since 2004. Mr. Pitts has served as a Visiting Professor at the University of Paris School of Medicine since 2015. From 2001 through 2003, Mr. Pitts served as a member of the United States Senior Executive Service, and from 2001 through 2003, he was Associate Commissioner of the US Food & Drug Administration, where he served as senior communications and policy adviser to the Commissioner. Mr. Pitts has served as a member of the Council for International Organizations of Medical Sciences Expert Working Group to help advance patient involvement in the development and safe use of medicines since 2020. From 1997 though 2000, Mr. Pitts served as an adjunct professor at Indiana University’s School of Public and Environmental Affairs. Mr. Pitts has over 30 years of experience in health care public policy, and is lead author of multiple peer-reviewed publications. Mr. Pitts has a BA degree from McGill University.
The Company will enter into a standard indemnification agreement with Mr. Pitts, a form of which is filed as Exhibit 10.1 to this Current Report on Form 8-K. The Board also issued Mr. Pitts, upon his appointment to the Board, an option to purchase up to 150,000 shares of the Company’s common stock, which was consistent with the one-time grants made to the members of the Board in 2026 prior to the appointment of Mr. Pitts. Half of the options vested upon issuance, and the remaining half will vest on the six-month anniversary of their issuance. Mr. Pitts will also be eligible to participate in the Company’s annual non-employee director compensation program if and when the Board re-establishes that program.
The Board determined that Mr. Pitts is “independent” as defined under the applicable SEC rules and regulations and the Company’s corporate governance guidelines. There are no family relationships between Mr. Pitts and any director or executive officer of the Company. There are no arrangements or understandings between Mr. Pitts and any other persons or entities pursuant to which Mr. Pitts was appointed as director of the Company, and there are no transactions involving Mr. Pitts, on the one hand, and the Company, on the other hand, that would require disclosure under Item 404(a) of Regulation S-K.
Item 7.01 Regulation FD Disclosure.
The Company issued a press release on May 28, 2026, regarding Mr. Pitts’ appointment to the Board. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein solely for purposes of this Item 7.01 disclosure.
Such press release shall not be deemed “filed” for any purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that Section. The information in this Item 7.01, as well as Exhibit 99.1, shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act regardless of any general incorporation language in such filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit No. | Description | |
| 10.1 | Form of Director Indemnification Agreement | |
| 99.1 | Press Release issued by Brainstorm Cell Therapeutics Inc. on May 28, 2026. | |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| BRAINSTORM CELL THERAPEUTICS INC. | ||
| Date: May 28, 2026 | By: | /s/ Chaim Lebovits |
| Chaim Lebovits | ||
| President and Chief Executive Officer | ||