BioStem Technologies Advances Entry into the Acute Wound Care Market with Acquisition of BioTissue Holdings’ Surgical and Wound Care Business
Rhea-AI Summary
BioStem Technologies (OTC: BSEM) closed an asset purchase of BioTissue Holdings' surgical and wound care business, acquiring the Neox and Clarix product lines plus a nationwide sales force and assigned GPO contracts to expand hospital inpatient and outpatient reach.
Deal consideration is an upfront cash payment of approximately $15 million, plus up to $10 million in regulatory milestone payments for 510(k) clearance and up to $15 million in commercial royalty milestones. The acquired assets generated ~$29 million in sales in 2025 and are expected to contribute positive EBITDA to BioStem in 2026. Post-closing cash and restricted cash is approximately $16 million. Barry Hassett was promoted to Chief Commercial Officer. A conference call is scheduled for Jan 22, 2026 at 8:00am ET.
Positive
- Acquired assets generated ~$29M in sales in 2025
- Upfront acquisition expands BioStem into acute wound care and soft-tissue repair
- Nationwide sales force and assigned GPO contracts broaden hospital access
- Expected positive EBITDA contribution from acquired business in 2026
- Promoted CCO with prior BioTissue experience to lead integration
Negative
- Upfront cash payment of ~$15M reduces liquidity
- Post-closing cash and restricted cash is only ~$16M
- Up to $25M of additional payments (regulatory and royalty) are contingent
Accelerates expansion of BioStem’s commercial organization through integration of an experienced national sales force
Expands access to major GPO networks, strengthening BioStem’s position across hospital settings
Barry Hassett promoted to Chief Commercial Officer
Conference call scheduled for tomorrow, January 22nd at 8am ET
POMPANO BEACH, Fla., Jan. 21, 2026 (GLOBE NEWSWIRE) -- BioStem Technologies, Inc. (OTC: BSEM), a leading MedTech company focused on the development, manufacturing, and commercialization of placental-derived products for advanced wound care, today announced the closing of a definitive asset purchase agreement with BioTissue Holdings Inc, a pioneer and leader in regenerative healing, whereby BioStem acquired the BioTissue surgical and wound care business.
BioTissue is an ocular-first biotechnology leader, pioneering regenerative solutions for eye care while extending these innovations to a broad range of clinical applications beyond ophthalmology. Through this transaction, BioStem acquired the full portfolio of assets associated with BioTissue’s surgical and wound care business, including the Neox® and Clarix® product lines. This acquisition includes the commercial infrastructure associated with the surgical and wound care business, consisting of a nationwide network of direct sales representatives and independent sales agents and the assignment of prominent GPO contracts. This transaction significantly expands BioStem’s internal commercial organization, extending its reach across hospital inpatient and outpatient care settings.
BioTissue’s comprehensive surgical and wound care offerings will be integrated into BioStem’s portfolio, broadening its existing chronic and acute wound care product lines with complementary solutions. The addition of these products strengthens the company’s position in advanced wound healing and creates a direct pathway into new markets for the Company as it diversifies into acute wound care and soft-tissue repair segments.
“This acquisition is a natural strategic fit that underscores BioStem’s commitment to leading the field of advanced wound care. It provides an immediate foothold in hospital-based applications and expands our technology portfolio with an additional platform designed to optimize the preservation of both placental and umbilical tissue allografts,” said Jason Matuszewski, CEO and Chairman of BioStem. “This acquired technology opens meaningful entry into high-value adjacent market segments, from acute surgical wounds to burns and soft-tissue repair, while creating synergies that enhance our entire product suite and diversify our revenue streams. BioTissue’s broad and innovative surgical portfolio, robust pipeline, and highly skilled sales force, combined with BioStem’s reach and operational strengths, uniquely position us to address patient needs across the spectrum of acute and chronic wound care. I am excited to welcome the impressive team of BioTissue employees to further our mission of delivering the most advanced wound healing technologies in the world.”
Under the terms of the agreement, which was approved by the Board of Directors of each company, BioStem has acquired the surgical and wound care business of BioTissue for an upfront cash payment of approximately
The acquired assets generated approximately
Appointment of Chief Commercial Officer
In conjunction with this acquisition, BioStem has promoted industry veteran Barry Hassett, previously the Senior Vice President of Commercial Strategy, into the role of Chief Commercial Officer to lead the newly combined commercial team. Barry has over 25 years of industry experience, including five years with BioTissue where he held the role of Vice President of Marketing, leading the initial development of its surgical and wound care business as well as its ophthalmic portfolio.
Conference Call
BioStem Management will be discussing this announcement on a conference call tomorrow, January 22nd at 8:00am ET. Investors interested in listening to the conference call may do so by dialing 1-877-704-4453 or 1-201-389-0920. A live and recorded webcast can be accessed on the Events page of the BioStem investor relations website.
About BioStem Technologies, Inc. (OTC: BSEM): BioStem Technologies is a leading innovator focused on harnessing the natural properties of perinatal tissue in the development, manufacture, and commercialization of allografts for regenerative therapies. The Company is focused on manufacturing products that change lives, leveraging its proprietary BioRetain® processing method. BioRetain® has been developed by applying the latest research in regenerative medicine, designed to optimize the retention of the inherent structural and molecular properties of the native tissue. BioStem Technologies’ quality management system and standard operating procedures have been reviewed and accredited by the American Association of Tissue Banks (“AATB”). These systems and procedures are established per current Good Tissue Practices (“cGTP”) and current Good Manufacturing Processes (“cGMP”). Our portfolio of quality brands includes AmnioWrap2™, VENDAJE®, VENDAJE AC®, VENDAJE OPTIC®, AMERICAN AMNION™ AND AMERICAN AMNION™ AC. Each BioStem Technologies placental allograft is processed at the Company’s FDA registered and AATB accredited site in Pompano Beach, Florida. For more information visit biostemtechnologies.com and follow us on Twitter and LinkedIn.
About BioTissue, Inc.
BioTissue® is an emerging biotechnology company and leader in harnessing the unique power of human birth tissue to facilitate regenerative healing, specializing in acute and chronic ocular surface conditions. BioTissue’s portfolio of cryopreserved amniotic membrane products use its proprietary CryoTek® cryopreservation technology, designed to retain the tissue’s structural and functional integrity. The company continues to break new ground with multiple Investigational New Drug (IND) clinical trials as the company pursues Biologic License Applications (BLAs) for products to treat patients’ unmet clinical needs. BioTissue is committed to empowering healthcare professionals with solutions to deliver optimal patient outcomes by fostering innovation through evidence-based science. Since its inception, clinicians have performed over 1 million human implants with its products and published 420 peer-reviewed publications supporting BioTissue’s platform technology. Learn more at www.biotissue.com/.
Forward-Looking Statements:
This press release includes “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such forward-looking statements include, without limitation, certain statements, estimates and projections provided by BioStem Technologies, Inc. (the “Company”, “us” or “we”) with respect to anticipated future performance and generally relate to expectations or forecasts of future events. Words such as “expects,” anticipates,” “intends,” “plans,” “likely,” “will,” “believes,” “seeks,” “estimates,” “targets,” “believes,” “projects,” and variations of such words and similar expressions are intended to identify such forward looking statements. Such statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results of operations or plans expressed or implied by such forward-looking statements. Although we believe that the assumptions underlying the forward-looking statements contained herein are reasonable, any of the assumptions could be inaccurate, and therefore such statements included in this press release may not prove to be accurate. Forward-looking statements in this press release relate to our: ongoing commitment to deliver advance wound care solutions to improve the quality of life for patients; expectations regarding commercialization and opportunities in hospital-based sites of services, expectations regarding the performance of direct sales representatives and independent sales agents, expectations regarding the assignment or transfer of key GPO contracts, expectations regarding the innovation of new placental platform technologies and product lines with complementary solutions; expectations regarding intellectual property values and uses; estimates and expectations regarding the total addressable wound market; expectations regarding growth, including the Company’s internal commercial organization and the Company’s external reach across hospital care settings; expectations regarding pathways into new markets and further penetration of current markets; expectations regarding portfolio integration; expectations regarding the impact of the acquired assets on the Company’s financial position; and expectations regarding future operations, financial forecasts, prospects and plans.
Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions. The Company’s actual results and financial condition may differ materially from those indicated in the forward-looking statements. The following is a list of risks, among others, that could cause actual results to differ materially from those contemplated by the forward-looking statements: the risk that the Company may not be able to achieve or maintain profitability in the future; the risk that the Company has derived the majority of our revenue from a distribution agreement; the risk that a material amount of revenues and accounts receivable are concentrated in one or more customers, and that if the Company loses or experiences a significant reduction in sales, the Company’s revenues may decrease substantially and materially affect the Company’s results of operations and financial condition; the audit of the Company’s restated financial statements and the impact of any changes to the accounting treatment of the Company’s revenue and expenses; the risk of significant and continuing competition, which could adversely affect the Company's business, results or operations and financial condition; the risk that the Company will be unable to successfully integrate newly acquired assets, which could adversely affect expected synergies, operational performance, and long-term value creation; the risk that the Company’s commercial organization will be ineffective, as any inability to recruit, retain, train, or motivate sales personnel, or disruptions that negatively impact sales execution, could impair revenue growth and hinder the successful commercialization of current and future assets; the risk that the Company has incurred significant losses since inception and may incur losses in the future; and the impact of any changes to the reimbursement levels for the Company's products; the risk that the Company will be unable to maintain its use of intellectual property; the Company’s ability to convince physicians that the products are safe and effective alternatives to existing treatments and that the Company’s products should be used in their procedures; the risk that the Company may be unable to successfully market is products to the end users of such products; the risk that the Company will be unable to maintain adequate levels of reimbursement from public and private insurers and health systems which may result in changes to the ways in which the Company’s products are reimbursed in various sites of service and, as a result may adversely impact the Company’s financial results; the risk that the Company will be unable to produce sufficient data to support coverage of its products under the finalized LCDs or otherwise satisfy any regulatory requirements needed to ensure our products are eligible for Medicare reimbursement; the risk that the FDA may in the future determine that certain products that are, or are derived from, human cells or tissues, do not qualify for regulation solely under Section 361 of the Public Health Service Act, and may require that the Company revise its labeling and marketing claims for these products or require the Company to suspend sales of such products until FDA pre-market clearance or approval is obtained, either of which could adversely affect the Company’s business, results of operations, and financial condition; the risk that the rate of reimbursement and coverage for the purchase of the Company’s products by government and private insurance may change; the impact of any changes in applicable laws or regulations; and the risk that the Company may not meet the listing standards of the Nasdaq Stock Market.
You should not place undue reliance on forward-looking statements, which speak only as of the date they are made. There may be additional risks about which the Company is presently unaware of or that the Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. The Company undertakes no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.
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Website: www.biostemtechnologies.com
E-Mail: info@biostemtech.com
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Phone: 954-380-8342
Investor Relations:
Philip Trip Taylor, Gilmartin Group
E-Mail: ir@biostemtech.com
FAQ
What did BioStem (BSEM) acquire from BioTissue on Jan 21, 2026?
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