SecProbe.io

September 20, 2024
Chaim Lebovits
Chief Executive Officer
Brainstorm Cell Therapeutics, Inc.
1325 Avenue of Americas, 28th Floor
New York, NY 10019
Re:Brainstorm Cell Therapeutics, Inc.
Registration Statement on Form S-3
Filed September 17, 2024
File No. 333-282172
Dear Chaim Lebovits:
            We have conducted a limited review of your registration statement and have the following
comment.
            Please respond to this letter by amending your registration statement and providing the
requested information. If you do not believe a comment applies to your facts and circumstances
or do not believe an amendment is appropriate, please tell us why in your response.
            After reviewing any amendment to your registration statement and the information you
provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3
Risk Factors, page 4
1.Please revise the Risk Factors section of this Form S-3 to discuss the risk that the
company may fail to regain compliance with the continued listing requirements of
Nasdaq, which may result in the company's common stock being delisted and negatively
impact the price and liquidity of the company's common stock. We note this risk is
discussed in the company's Form 10-Q for the quarterly period ended June 30, 2024, filed
on August 14, 2024.

September 20, 2024
Page 2
            We remind you that the company and its management are responsible for the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action or absence of
action by the staff.
            Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate
time for us to review any amendment prior to the requested effective date of the registration
statement.
            Please contact Daniel Crawford at 202-551-7767 or Laura Crotty at 202-551-7614 with
any other questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences
cc:Faith Charles, Esq.