BioStem Technologies, Inc. registered up to 2,224,270 shares of common stock for resale by selling stockholders. BioStem is not selling securities and receives no proceeds from those resales, but will receive proceeds from cash exercises of warrants.
The resale pool includes up to 735,296 issued shares, up to 735,296 shares under each of the Series A and Series B warrants, and up to 18,382 placement-agent warrant shares. The common warrants are immediately exercisable at $3.83 per share; Series A warrants have a five-year term and Series B warrants a 24-month term. BioStem also has a committed equity facility allowing sales of up to $40 million over up to 36 months following satisfaction of specified commencement conditions.
BioStem reports substantial doubt about its ability to continue as a going concern. A $10.0 million BioTissue clearance payment due by September 15, 2026 remained unpaid, and BioStem is seeking debt and equity financing. CMS’s $127.14-per-square-centimeter reimbursement rate, effective January 1, 2026, reduced revenue per square centimeter in some cases by up to 95%. Unaudited pro forma results show revenue of $15,521,105 and a net loss of $17,011,432 for the six months ended June 30, 2026.
BioStem Technologies, Inc. Chief Operating Officer and director Vurst Andrew Smith-Van exercised options to acquire 250,000 common shares at an exercise price of $2 per share on October 7, 2026. His reported direct common-stock holdings after the transaction were 1,789,809 shares. The exercised options were fully vested and exercisable. Other reported direct options covered 114,314 and 23,246 shares at $10.05 per share, and 253,304 shares at $5.50 per share.
BioStem Technologies, Inc. Chief Executive Officer Jason Matuszewski exercised options to acquire 250,000 common shares at a $2.00-per-share exercise price on October 7, 2026. The options were fully vested and exercisable. After the exercise, he directly held 1,553,551 common shares; the reported balance corrects a prior one-share overstatement from an administrative error in reporting an earlier restricted stock unit vesting.
BioStem Technologies, Inc. reported $3,000,000 USD sold and $0 USD remaining to be sold in an offering of equity and options, warrants or other rights to acquire securities, including securities to be acquired upon exercise. The offering is reported under the Rule 506(b) exemption, with the first sale dated September 29, 2026. Finders' fees were reported as $0 USD.
BioStem Technologies, Inc. (BSEM) is registering up to 2,224,270 common shares for resale by selling stockholders; sales may occur after effectiveness. The total comprises 735,296 existing shares, 735,296 issuable under each of the Series A and Series B warrants, and 18,382 issuable under placement-agent warrants. BioStem receives no proceeds from resales, but may receive proceeds from cash exercises; the common warrants have a $3.83 exercise price.
The September 2026 private placement sold 735,296 shares at $4.08 each. A separate committed equity facility permits BioStem, at its discretion, to sell up to $40 million over up to 36 months after specified commencement conditions are satisfied. Shares outstanding were 18,672,125 as of October 1, 2026.
BioStem reports substantial doubt about its ability to continue as a going concern, citing expected losses and negative operating cash flows, CMS pricing changes, and BioTissue acquisition obligations. A $10.0 million Clearance Payment due September 15, 2026 remains unpaid amid discussions and financing efforts. CMS changes reduced physician-office chronic-wound revenue per square centimeter by up to 95% in some cases. Unaudited pro forma combined results for the six months ended June 30, 2026 included $15,521,105 revenue and a $17,011,432 net loss.
BioStem Technologies, Inc. (BSEM) closed a private placement on September 30, 2026, issuing 735,296 common shares at $4.08 per share plus Series A and Series B warrants, each for up to 735,296 shares at an exercise price of $3.83 per share. Gross proceeds were approximately $3.0 million before placement-agent fees and other expenses. Both warrant series are immediately exercisable; if exercised in full for cash, they would provide approximately $5.6 million in additional gross proceeds. The placement agent received a 7.0% cash fee and reimbursement of certain expenses.
Net proceeds are intended primarily for working capital and general corporate purposes. BioStem agreed to file a resale registration statement within 30 calendar days after September 29, 2026, and to use reasonable best efforts to have it declared effective within 45 calendar days, no later than 75 calendar days in an SEC full review. Separately, a $10.0 million payment to BioTissue, due by September 15, 2026 after BioTissue received 510(k) clearance for Catalyze, remained unpaid as of September 30, 2026; BioStem and BioTissue were discussing timing and terms.
BioStem Technologies, Inc. (BSEM) registered 12,050,000 common shares for resale by Roth Principal Investments, LLC under a committed equity facility. After Commencement, BioStem may, at its discretion, direct Roth to purchase shares for up to $40,000,000 in aggregate gross proceeds over up to 36 months. BioStem receives no proceeds from Roth’s resales, but may receive proceeds from its own sales to Roth; expected use is working capital and general corporate purposes.
Purchase prices are 97% of VWAP for market-open and intraday purchases, and 95% for pre-market and post-market purchases, subject to a $1.00 threshold. The facility has a 4.99% beneficial-ownership limit and a 3,585,375-share Exchange Cap (19.99%), which may be exceeded with stockholder approval or if the specified Nasdaq average-price condition is met. If all registered shares were issued, they would represent approximately 40.2% of shares outstanding as of September 17, 2026. Unaudited pro forma combined results show revenue of $15,521,105 and net loss of $17,011,432 for the six months ended June 30, 2026. BioStem says losses, negative operating cash flows and contractual obligations raise substantial doubt about its ability to continue as a going concern.
BioStem Technologies, Inc. (BSEM) filed a Form D to announce a private exempt offering of its common stock under Rule 506(b) of Regulation D. The company entered into a committed equity facility giving it the right, in its sole discretion, to sell up to $40,000,000 of common stock from time to time, subject to certain limitations. No securities have been sold yet, and the notice is a new filing with the first sale yet to occur.