Brainstorm Cell Therapeutics(BCLI) - 2025 Q3 - Quarterly Results

Financial Transaction Details - The Company issued a promissory note with an aggregate principal amount of $143,750, convertible into common stock[4] - The Buyer agreed to pay a purchase price of $125,000 for the Note, with $3,500 withheld for legal fees[6] - The transaction is executed under the exemption from securities registration as per Section 4(a)(2) of the Securities Act of 1933[4] - The Closing Date will occur upon payment of the Purchase Price by the Buyer[7] - The Company acknowledges the potentially dilutive effect of the Conversion Shares upon the conversion of the Note to Common Stock[22] - The Company is responsible for the fees of its transfer agent and all DTC fees associated with the issuance of the Securities[15] - The Securities are not registered under the 1933 Act and may not be transferred without meeting specific conditions[14] Company Status and Compliance - The Company and its Subsidiaries are duly organized and in good standing, with no material adverse effect on their business[17] - The execution and delivery of the Transaction Documents have been duly authorized by the Company's Board of Directors[18] - The Buyer is classified as an "accredited investor" under Rule 501(a) of Regulation D[10] - The Company has filed all required reports with the SEC, and the financial statements comply with applicable accounting requirements[24] - Since June 30, 2025, there has been no material adverse change in the Company's financial condition or operations[25] - The Company has made or filed all required tax returns and has paid all material taxes due[29] - The Company is not in violation of any laws or regulations that could have a Material Adverse Effect[23] - The Company has not been involved in any litigation that could have a Material Adverse Effect[26] - The Company has complied with all applicable laws and has not made illegal payments or contributions[53] - The Company has not received any notifications regarding conflicts or violations of applicable laws that would have a Material Adverse Effect[36] Intellectual Property and Assets - The Company and its Subsidiaries own or possess the necessary licenses for all Intellectual Property required to conduct their business[27] - The Company has taken reasonable measures to protect the confidentiality and value of its Intellectual Property[27] - The Company maintains good and marketable title to all real and personal property essential to its business, free of liens and encumbrances that would have a Material Adverse Effect[42] - The Company and its Subsidiaries are insured against losses and risks in amounts deemed prudent by management, with no anticipated issues in renewing coverage[43] Financial Health and Internal Controls - The Company is solvent, with assets exceeding liabilities, and has prepared financial statements assuming it will continue as a going concern[46][47] - The Company has a system of internal accounting controls that provides reasonable assurance regarding transaction execution and financial statement preparation[44] - There are no outstanding options or agreements that would require the Company to issue additional shares of capital stock[19] - There are no off-balance sheet arrangements that require disclosure and could reasonably be expected to have a Material Adverse Effect[49] - The Company has not engaged in any actions to manipulate the price of its securities[51] Legal and Arbitration Provisions - The Company agrees to indemnify and hold harmless the Buyer and its affiliates from any losses or damages arising from breaches of representations or warranties[94] - The Company acknowledges that a breach of its obligations will cause irreparable harm to the Buyer, allowing for injunctive relief without the necessity of showing economic loss[95] - The Company and Buyer agree to submit all claims arising under this Agreement to binding arbitration as per the Arbitration Provisions outlined in Exhibit B[82] - The exclusive venue for arbitration of any claims shall be in the Commonwealth of Massachusetts[82] - The Company waives any right to a jury trial for the adjudication of any disputes arising from this Agreement[82] - The arbitration process must be initiated by written notice, and the arbitration award is final and binding upon the parties[106] - The arbitrator has the authority to award relief deemed proper, excluding exemplary or punitive damages[116] - The losing party in arbitration is responsible for all unpaid costs and fees, including reasonable attorneys' fees incurred by the prevailing party[117] - An appeal of the arbitration award can be initiated within thirty calendar days, with the losing party responsible for costs associated with the appeal[119] - The arbitration provisions are governed by the laws of the State of Delaware, ensuring enforceability under applicable law[122] - Confidentiality is maintained throughout the arbitration process, with restrictions on disclosing information unless certain conditions are met[114] - The parties agree to conduct arbitration in accordance with the Massachusetts Rules of Civil Procedure and Evidence[111] - Time is of the essence in all provisions of the arbitration agreement, emphasizing the importance of timely actions[123] Agreement Execution and Notices - The Agreement may be executed in counterparts, with facsimile or .pdf signatures considered binding[83] - The Company shall not assign this Agreement without the prior written consent of the Buyer, while the Buyer may assign its rights to accredited investors without consent[88] - All notices under this Agreement must be in writing and delivered through specified methods, including personal service or certified mail[87] - The Agreement contains the entire understanding of the parties and may only be amended in writing signed by the Buyer[86] - The agreement allows for execution in multiple counterparts, including electronic signatures, with the same effect as if all parties signed the same document[99]