Creative Medical Technology Holdings Announces Agreements for Exercise of Warrants for $4.2 Million Gross Proceeds

Rhea-AI Summary

Creative Medical Technology Holdings (NASDAQ: CELZ) entered agreements for immediate exercise of warrants to purchase 1,116,136 shares at an exercise price of $3.75 per share, generating approximately $4.2 million gross proceeds before advisory fees. The shares issuable upon exercise are registered on Form S-3.

In consideration, the company will issue new unregistered warrants exercisable for up to 2,790,340 shares at $3.75, subject to a post-issuance five-day VWAP reduction; new warrants will be exercisable for five years following shareholder approval. The company also agreed to reduce exercise prices on certain May 2022 warrants to $4.73. Transaction expected to close on or about October 29, 2025. Net proceeds intended for working capital and general corporate purposes.

Positive

• $4.2M gross proceeds from immediate warrant exercises
• 1,116,136 shares registered on Form S-3 for issuance
• New warrants cover 2,790,340 shares, creating future funding optionality

Negative

• Immediate exercises and new warrants create shareholder dilution
• May 2022 warrants' exercise price reduced to $4.73, increasing dilution risk
• New warrants subject to VWAP reduction, potentially lowering future exercise price

Insights

Equity Capital Markets Strategist

Raises ~$4.2 million via warrant exercises but issues new warrants that expand potential dilution; near-term cash bolsters operations.

Creative Medical Technology Holdings is converting outstanding warrants into immediate cash at an exercise price of $3.75 per share, generating aggregate gross proceeds of approximately $4.2 million. In return the company is issuing new unregistered warrants exercisable for up to 2,790,340 shares at an initial $3.75 exercise price, subject to a short post-issuance VWAP reset and a five-year exercise term following shareholder approval. The company also reduced the exercise price of certain May 2022 warrants to $4.73.

The transaction provides immediate working capital and preserves optionality via new warrants, but it also increases potential future share overhang and dilution. Key dependencies include shareholder approval for the new-warrant exercise term, the five-day post-issuance VWAP adjustment, and customary closing conditions for the expected Oct. 29, 2025 close. Watch for the company’s filed registration covering resale of warrant shares and the net proceeds after advisory fees, which determine how long the cash extends runway.

PHOENIX, Oct. 29, 2025 (GLOBE NEWSWIRE) -- Creative Medical Technology Holdings, Inc., (Nasdaq: CELZ) (the “Company”), a clinical-stage biotechnology company pioneering regenerative immunotherapy, today announced that it has entered into agreements with certain holders of its existing warrants for the immediate exercise of outstanding warrants to purchase up to an aggregate of 1,116,136 shares of common stock of the Company originally issued in March 2025, at their current exercise price of $3.75 per share. The shares of common stock issuable upon exercise of the existing warrants are registered pursuant to an effective registration statement on Form S-3 (File No. 333-286346). The aggregate gross proceeds from the exercise of the existing warrants is expected to total approximately $4.2 million, before deducting financial advisory fees.

Roth Capital Partners is acting as the Company’s financial advisor for this transaction.

In consideration for the immediate exercise of the existing warrants for cash, the Company will issue new unregistered warrants to purchase shares of common stock. The new warrants will be exercisable for an aggregate of up to 2,790,340 shares of common stock, at an exercise price of $3.75 per share, subject to the reduction of such exercise price to the lowest “VWAP” of the Company’s common stock on any trading day during the five trading day period following the issuance date of the new warrants. The new warrants will be exercisable for a period of five years following shareholder approval of the exercise of the warrants. As part of the transaction, the Company also agreed to reduce the exercise price of certain warrants issued in May 2022 to $4.73 per share.

The transaction is expected to close on or about October 29, 2025, subject to satisfaction of customary closing conditions. The Company intends to use the net proceeds from the offering for working capital and general corporate purposes.

The new warrants described above were offered in a private placement pursuant to an applicable exemption from the registration requirements of the Securities Act of 1933, as amended (the “1933 Act”) and, along with the shares of common stock issuable upon their exercise, have not been registered under the 1933 Act, and may not be offered or sold in the United States absent registration with the Securities and Exchange Commission (“SEC”) or an applicable exemption from such registration requirements. The Company has agreed to file a registration statement with the SEC covering the resale of the shares of common stock issuable upon exercise of the new warrants.

This press release shall not constitute an offer to sell or a solicitation of an offer to buy 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 the registration or qualification under the securities laws of any such state or jurisdiction.

About Creative Medical Technology Holdings, Inc. 

Creative Medical Technology Holdings, Inc. is a clinical-stage biotechnology company pioneering regenerative medicine solutions across multiple indications. The Company leverages cutting-edge cell therapy technologies to develop transformative treatments aimed at improving patient outcomes.

Forward-Looking Statements

This news release may contain forward-looking statements, including but not limited to comments regarding the closing of the offering and the use of proceeds therefrom, the timing and content of upcoming clinical trials and laboratory results, marketing efforts, funding, etc. Forward-looking statements address future events and conditions, which may involve inherent risks and uncertainties. Actual results may differ materially from those currently anticipated in such statements. See the periodic and other reports filed by Creative Medical Technology Holdings, Inc. with the Securities and Exchange Commission and available on the Commission's website at www.sec.gov.

Contact: 

Creative Medical Technology Holdings, Inc.
IR@CreativeMedicalTechnology.com

Investor Relations:
Devin Sullivan, Managing Director
The Equity Group Inc.
dsullivan@equityny.com

FAQ

How many shares will be issued upon exercise of CELZ warrants on October 29, 2025?

Immediate exercises cover 1,116,136 shares of common stock at $3.75 per share.

What gross proceeds will Creative Medical (CELZ) receive from the warrant exercises?

The aggregate gross proceeds are expected to be approximately $4.2 million before advisory fees.

What are the terms of the new unregistered warrants issued by CELZ?

New warrants are exercisable for up to 2,790,340 shares at $3.75, subject to a five-day post-issuance VWAP reduction, exercisable five years after shareholder approval.

How will CELZ use the net proceeds from the warrant exercises?

The company intends to use net proceeds for working capital and general corporate purposes.

Did CELZ change any prior warrant exercise prices in this transaction?

Yes; certain warrants issued in May 2022 were reduced to an exercise price of $4.73 per share.

When is the CELZ warrant transaction expected to close?

The transaction is expected to close on or about October 29, 2025, subject to customary closing conditions.