Shareholder Meeting Form 8 K

Item 5.08 Shareholder Director Nominations.

On July 29, 2024, the Board of Directors (the "Board") of Brainstorm Cell Therapeutics Inc. (the "Company") approved that the Company's 2024 Annual Meeting of Stockholders (the "2024 Annual Meeting") will be held virtually on Monday, September 16, 2024, at 10:00 a.m. Eastern time. The record date for the determination of stockholders of the Company entitled to receive notice of and to vote at the 2024 Annual Meeting shall be the close of business on August 12, 2024. Because the date of the 2024 Annual Meeting differs by more than thirty (30) days from the anniversary date of the Company's 2023 Annual Meeting of Stockholders, which was held on December 18, 2023, pursuant to Rule 14a-5(f) under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), the Company is hereby providing notice of the updated deadlines for stockholder proposals for inclusion in the Company's proxy materials pursuant to Rule 14a-8 under the Exchange Act, notices of stockholder proposal outside the processes of Rule 14a-8 under the Exchange Act, and notices of director nomination pursuant to Rule 14a-19 under the Exchange Act, which shall supersede the original deadlines therefor as provided in the Company's proxy statement for the Company's 2023 Annual Meeting of Stockholders filed with the SEC on November 8, 2023.

Proposals of stockholders intended for inclusion in the Company's proxy statement for the 2024 Annual Meeting in accordance with Rule 14a-8 must be received by the Company at its principal executive offices no later than August 12, 2024, which the Board has determined to be a reasonable time before the Company expects to begin in print and send its proxy materials in accordance with Rule 14a-8(e). Any such proposal must also comply with the requirements as to form and substance established by the SEC in order to be included in the proxy statement relating to the 2024 Annual Meeting.

Pursuant to Rule 14a-4 under the Exchange Act, stockholders who wish to make a proposal at the 2024 Annual Meeting (other than a proposal intended for inclusion in the Company's proxy statement for the 2024 Annual Meeting in accordance with Rule 14a-8) must notify the Company not later than August 12, 2024, which the Board has determined to be a reasonable time before the Company expects to begin in print and send its proxy materials in accordance in accordance with Rule 14a-4(c). If a stockholder who wishes to present such a proposal fails to notify the Company by August 12, 2024, and such proposal is brought before the 2024 Annual Meeting, then under the SEC's proxy rules, the proxies solicited by management with respect to such meeting will confer discretionary voting authority with respect to such stockholder proposal on those persons selected by management to vote the proxies. Even if a stockholder makes a timely notification, those persons selected by management to vote the proxies may still exercise discretionary voting authority under circumstances consistent with Rule 14a-4.

To comply with universal proxy rules, stockholders who intend to solicit proxies in support of director nominees other than the Company's nominees pursuant to Rule 14a-19 must provide notice that sets forth the information required by Rule 14a-19 no later than August 9, 2024, which is the 10^th calendar date following the date hereof pursuant to Rule 14a-19(b).

Any stockholder proposal for inclusion in the Company's proxy materials pursuant to Rule 14a-8, notice of stockholder proposal outside the processes of Rule 14a-8 or notice of director nomination pursuant to Rule 14a-19 should be sent to the Company at its principal executive offices at the following address: Brainstorm Cell Therapeutics Inc., 1325 Avenue of Americas, 28th Floor, New York, NY 10019. In order to curtail controversy as to the date on which a proposal was received by the Company, it is suggested that stockholders submit abovementioned proposals or notices they might have by certified mail, return receipt requested to the Company.