BioStem Technologies Announces $3 Million Private Placement Priced At-The-Market Under Nasdaq Rules

Full cash exercise of both warrant series would provide approximately $5.6 million in additional gross proceeds.

Rhea-AI Summary

BioStem Technologies (BSEM) entered definitive agreements for a private placement expected to raise approximately $3 million in gross proceeds. The Nasdaq at-the-market transaction includes 735,296 common shares with associated Series A and Series B warrants at $4.08 per share and associated warrants. Each warrant series covers up to 735,296 additional shares.

The warrants have a $3.83 exercise price and are exercisable immediately upon issuance. Series A expires five years after the resale registration statement becomes effective; Series B expires twenty-four months after that date. BioStem expects closing on or about September 30, 2026, subject to customary closing conditions. Gross proceeds are before placement agent fees and other offering expenses. H.C. Wainwright & Co. is the exclusive placement agent. BioStem intends to use net proceeds for working capital and general corporate purposes.

2 points · 0 major

MixediHow this balance works

How this balance works

Rhea-AI gives every point it takes from this document a weight. Minor counts 1, Moderate 3 and Major 9, so one Major point outweighs several Minor ones. The bar adds up the weights on each side, and when neither side holds more than 65% of the total the balance reads Mixed.

It reads the document as published, with the same rules for every company, and it does not look at what the market expected or at how the stock traded, so a point can be objectively good on a day the stock falls.

Rhea-AI Sentiment measures something else, the tone of the wording.

How the balance worksHow Sentiment works

0 major · 4 points

Hollow bars mark forward-looking points. How the balance works

Positive

• Moderate point. Forward-looking: it has not happened yet and may not happen.Private placement expected to raise approximately $3 million gross, with closing expected on or about September 30, 2026. 4.4% of market cap
• Moderate point. Forward-looking: it has not happened yet and may not happen.Full cash exercise of both warrant series would generate approximately $5.6 million in additional gross proceeds. 8.2% of market cap

Negative

• Moderate point. Forward-looking: it has not happened yet and may not happen.735,296 common shares at $4.08 per share and associated warrants dilute existing holders.
• Minor point. Forward-looking: it has not happened yet and may not happen.Series A warrants cover up to 735,296 shares at $3.83, adding potential dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Series B warrants cover up to 735,296 shares at $3.83, adding potential dilution.
• Minor point. Forward-looking: it has not happened yet and may not happen.Placement agent fees and other offering expenses reduce proceeds available to BioStem.

News Explained

If both warrant series are exercised for cash, BioStem would receive about $5.6 million in additional gross proceeds, but exercise is not assured; exercising them would also issue the underlying shares and reduce existing holders’ ownership percentages absent offsetting changes.

Key Figures

Common shares issued: 735,296 shares Purchase price: $4.08 per share and associated warrants Series A warrants: Up to 735,296 shares +4 more

Common shares issued

735,296 shares

Private placement

Purchase price

$4.08 per share and associated warrants

Private placement

Series A warrants

Up to 735,296 shares

Exercisable immediately; expire five years after the resale registration statement's effective date

Series B warrants

Up to 735,296 shares

Exercisable immediately; expire 24 months after the resale registration statement's effective date

Warrant exercise price

$3.83 per share

Series A and Series B warrants

Expected gross proceeds

Approximately $3 million

Before placement agent fees and other offering expenses

Additional potential gross proceeds

Approximately $5.6 million

Only if Series A and Series B warrants are exercised in full for cash

Previous Private placement Reports

1 past event · Latest: May 22

Same Type 1 event

1. May 22

   Private placement

   24h Move

   +0.8%

   Prior $2.5 million placement sold 746,269 shares at $3.35; proceeds targeted working capital.

24h Move is the share-price change in the day after each event; other market factors may also have contributed.

Key Terms

private placement, warrants, regulation d, resale registration statement

4 terms

private placement financial

"definitive agreements for the issuance and sale of 735,296 shares"

A private placement is a sale of securities directly to a selected group of investors, typically institutions or accredited investors, instead of through a public offering. It lets a company raise money faster and with fewer regulatory steps; for existing shareholders it matters because the newly issued shares, often sold at a discount, increase the share count and can dilute their ownership.

warrants financial

"Series A warrants to purchase up to an aggregate of 735,296 shares"

Warrants are special documents that give you the right to buy a company's stock at a set price before a certain date. They are often used as a way for companies to attract investors or raise money, and their value can increase if the company's stock price goes up.

View in glossary

regulation d regulatory

"under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D"

Regulation D is a set of rules that govern how companies can raise money from investors without going through the full process required for public stock offerings. It provides simplified options for private placements, making it easier for companies to seek investments from a smaller group of investors. For investors, it offers opportunities to invest in private companies, often with fewer restrictions, but also with different levels of risk and disclosure.

resale registration statement regulatory

"file one or more registration statements with the SEC covering the resale"

A resale registration statement is a document filed with regulators that allows existing shareholders to sell their shares to the public. It provides the necessary legal approval and information for these shares to be resold on the market, helping to increase the availability of shares for trading. For investors, it signals that shares held by current owners can be offered for sale, potentially affecting share prices and market liquidity.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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POMPANO BEACH, Fla., Sept. 30, 2026 (GLOBE NEWSWIRE) -- BioStem Technologies Inc. (Nasdaq: BSEM) (“BioStem” or the “Company”), a leading regenerative medicine company focused on the development, manufacturing, and commercialization of perinatal tissue allograft products, today announced that it has entered into definitive agreements for the issuance and sale of 735,296 shares of the Company’s common stock, Series A warrants to purchase up to an aggregate of 735,296 shares of common stock and Series B warrants to purchase up to an aggregate of 735,296 shares of common stock, at a purchase price of $4.08 per share and associated warrants in a private placement priced at-the-market under Nasdaq rules. The warrants will have an exercise price of $3.83 per share and will be exercisable immediately upon issuance. The Series A warrants will expire five years after the effective date of the Resale Registration Statement (as defined below) and the Series B warrants will expire twenty-four months after the effective date of the Resale Registration Statement.

H.C. Wainwright & Co. is acting as the exclusive placement agent for the offering.

The aggregate gross proceeds to the Company from the offering are expected to be approximately $3 million, before deducting placement agent fees and other offering expenses. If the Series A and Series B warrants are exercised in full for cash, the Company would receive additional gross proceeds of approximately $5.6 million. There can be no assurance that any of the warrants will be exercised. The offering is expected to close on or about September 30, 2026, subject to the satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The securities described above are being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Act”) and Regulation D promulgated thereunder and, along with the shares of common stock underlying the warrants sold in the offering, have not been registered under the Act or applicable state securities laws. Accordingly, such securities may not be offered or sold in the United States absent registration with the SEC or an applicable exemption from such registration requirements. Pursuant to a registration rights agreement, the Company has agreed to file one or more registration statements with the SEC covering the resale of the shares of common stock to be issued in the offering and issuable upon exercise of the warrants to be issued in the offering (the “Resale Registration Statement”).

This press release shall not constitute an offer to sell or the solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or jurisdiction.

About BioStem Technologies, Inc. (Nasdaq: BSEM):

BioStem Technologies, Inc. is a publicly traded, biomedical innovator, focused on developing, manufacturing and commercializing advanced allograft solutions derived from perinatal tissue. The company leverages its industry-leading proprietary BioRetain®, CryoTek® and SteriTek® processing technologies, designed to optimize the preservation of the natural properties of these tissues, supporting their use in clinical settings. Its allografts are used by clinicians across a wide range of specialties. With a growing portfolio of products, expanding clinical research initiatives, and a national commercial footprint, BioStem is committed to advancing innovation in regenerative medicine.

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 in compliance with current Good Tissue Practices (“cGTP”) and current Good Manufacturing Practices (“cGMP”). BioStem’s portfolio of quality brands includes its Neox®, Clarix®, VENDAJE® and American Amnion™ product lines.

Forward-Looking Statements:

Certain statements in this press release may be considered “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to expectations or forecasts of future events. Forward-looking statements may be identified using words such as “forecast,” “intend,” “seek,” “target,” “anticipate,” “believe,” “expect,” “estimate”, “plan,” “outlook,” and “project” and other similar expressions that predict or indicate future events or trends or that are not statements of historical matters. Forward-looking statements in this press release include, without limitation, statements regarding the completion of the offering, the satisfaction of customary closing conditions related to the offering, the potential exercise of the warrants and the intended use of net proceeds from the offering.

Forward-looking statements with respect to strategies, prospects and other aspects of the business of the Company are based on current expectations that are subject to known and unknown risks and uncertainties, which could cause actual results or outcomes to differ materially from expectations expressed or implied by such forward-looking statements. These factors include, but are not limited to: the Company’s ability to maintain compliance with Nasdaq’s continued listing standards; the Company’s ability to obtain financing on terms acceptable to it, or at all; the impact of any changes in applicable laws or regulations; the Company's accounts receivable collection risk and concentration; the Company’s ability to maintain production of its products in sufficient quantities to meet demand; and the possibility that the Company may be adversely affected by other general economic, business, and/or competitive factors. 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. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. The Company undertakes no duty to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by law.

Join BioStem’s Distribution List & Social Media:
To follow the latest developments at BioStem, sign up for the Company’s email distribution list HERE, and follow us on X and LinkedIn.

Contact BioStem:
Website: www.biostemtechnologies.com
E-Mail: pr@biostemtech.com
X: @BSEM_Tech
Facebook: BioStemTechnologies
Phone: 954-380-8342

Investor Relations:
Philip Trip Taylor, Gilmartin Group
ir@biostemtech.com

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

How much is BioStem's BSEM private placement expected to raise, and at what price?

BioStem expects approximately $3 million in gross proceeds at a purchase price of $4.08 per share and associated warrants. The placement includes 735,296 common shares and two warrant series. Gross proceeds exclude deductions for placement agent fees and other offering expenses.

What are the exercise terms of BioStem's private placement warrants?

Both warrant series are exercisable immediately upon issuance at $3.83 per share. Each covers up to 735,296 shares. Series A expires five years after the resale registration statement becomes effective, while Series B expires twenty-four months after that date. Full cash exercise would provide approximately $5.6 million in additional gross proceeds; exercise is not assured.