Brainstorm Cell Therapeutics Inc. (NASDAQ:BCLI) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01 Entry into a Material Definitive Agreement.
On March 6, 2020, Brainstorm Cell Therapeutics Inc. (the “Company”) entered into a Distribution Agreement (the “Distribution Agreement”) with Raymond James & Associates, Inc. (the “Distribution Agent”). to the terms of the Distribution Agreement, the Company may sell from time to time or through the Distribution Agent shares of the Company’s common stock, par value $0.00005 per share (the “Shares”), having an aggregate offering amount of up to $50,000,000 (the “Offering”). The Company filed a prospectus supplement, March 6, 2020 (the “Prospectus Supplement”), with the U.S. Securities and Exchange Commission (the “SEC”) in connection with the 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 of 1933, as amended (the “Securities Act”), including, without limitation, sales made directly on the Nasdaq Capital Market, on any other existing trading market for the Shares, through a market maker or as otherwise agreed by the Company and the Distribution Agent.
Subject to the terms and conditions of the Distribution Agreement, the Distribution Agent will use its commercially reasonable efforts to sell the Shares from time to time, based upon the Company’s instructions.
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 Distribution Agreement in accordance with its terms. The Company has provided the Distribution Agent with customary indemnification rights, and the Distribution Agent will be entitled to a fixed commission of 3.0% of the aggregate gross proceeds from the Shares sold. The Distribution Agreement contains customary representations and warranties, and the Company is required to deliver customary closing documents and certificates in connection with sales of the Shares.
The Shares will be issued to the Company’s existing shelf registration statement on Form S-3 (File No. 333-225517) (the “Registration Statement”), which was filed with the SEC and declared effective by the SEC on June 29, 2018, and the Prospectus Supplement. This Current Report on Form 8-K shall not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of these securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities law of any such state or jurisdiction.
The summary of the Distribution Agreement set forth herein does not purport to be complete and is qualified in its entirety by reference to the full text thereof, a copy which is filed as Exhibit 1.1 hereto and is incorporated herein by reference.
The information contained in this Current Report on Form 8-K (including the exhibits hereto) is hereby incorporated by reference into the Registration Statement.
Item 8.01. Other.
On March 6, 2020, the Company closed the previously announced $10,000,000 registered direct offering of 1,250,000 shares of common stock at a purchase price of $8.00 per share and a Warrant for the purchase of up to 250,000 shares of common stock with an exercise price of $15.00 per share.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
| 5.1 | Opinion of BRL Law Group LLC. |
| 23.1 | Consent of BRL Law Group LLC (included in its opinion filed as Exhibit 5.1). |
BRAINSTORM CELL THERAPEUTICS INC. Exhibit
EX-1.1 2 tm2011854d1_ex1-1.htm EXHIBIT 1.1 EXHIBIT 1.1 DISTRIBUTION AGREEMENT March 6,…
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About Brainstorm Cell Therapeutics Inc. (NASDAQ:BCLI)
Brainstorm Cell Therapeutics Inc. is a biotechnology company. The Company is engaged in developing adult stem cell therapies for debilitating neurodegenerative disorders, such as Amyotrophic Lateral Sclerosis (ALS, also known as Lou Gehrig’s disease), Multiple Sclerosis (MS) and Parkinson’s disease (PD), among others. Its subsidiary, Brainstorm Cell Therapeutics Ltd. (the Israeli Subsidiary), holds rights to commercialize the technology, NurOwn. NurOwn is in clinical development for the treatment of ALS. The Company has completed over two clinical trials of NurOwn in patients with ALS at Hadassah Medical Center (Hadassah). The first study, a Phase I/II safety and efficacy study of NurOwn in ALS patients administered either intramuscularly or intrathecally. The Company conducted Phase IIa combined (intramuscular and intrathecal) treatment, dose-escalating trial. It had completed treatment of over 10 patients in its ALS Phase IIa NurOwn dose-escalating clinical trial.