Every 424B that BioStem Technologies, Inc. (BSEM) has filed with the SEC in the last 12 months is listed below, newest first, and each one links through to the document itself with the summary and the scores our analysis gives it.
A 424B covers the supplement that carries the terms of a priced offering, so if you follow BSEM and want that one kind of document rather than the whole filing history, this is the page to keep. The company's other filings, of every form, are on the full BSEM filings page.
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. (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 filed a prospectus supplement covering the offer and sale of up to 3,571,429 shares of common stock, updating investors with its latest quarterly results. Common stock trades on Nasdaq Capital Market under the symbol BSEM, with a last reported closing price of $3.10 per share on August 13, 2026.
For the quarter ended June 30, 2026, BioStem generated $7.9M in revenue, down from $11.0M a year earlier, and reported a net loss of $9.0M. First‑half 2026 revenue was $14.0M versus $26.9M in 2025, with a net loss of $17.8M compared to prior‑year net income of $3.9M. Cash and cash equivalents declined to $7.0M from $29.5M at year‑end, driven by $6.4M of operating cash outflows and $15.1M used in investing activities, including the BioTissue surgical and wound care asset acquisition.
Management discloses substantial doubt about the company’s ability to continue as a going concern over the next 12 months, citing ongoing losses, reduced Medicare reimbursement, and a $10.0M contingent payment obligation tied to FDA 510(k) clearance for the Catalyze product, which must be financed through additional debt or equity.
BioStem Technologies, Inc. is registering for resale by a single selling stockholder up to 3,571,429 shares of common stock. These include 746,269 shares sold in a May 2026 private placement at $3.35 per share and up to 2,825,160 additional shares issuable under anti-dilution provisions assuming the $0.70 floor price. BioStem will not receive any proceeds from these sales. As of June 30, 2026, 17,831,861 shares were outstanding, and the stock closed at $3.80 on August 12, 2026.
The company develops perinatal tissue-based allografts for advanced wound care and surgical applications and recently expanded via acquisition of BioTissue’s surgical and wound care assets, including Neox and Clarix product lines and related IP and commercial infrastructure. Pro forma combined revenue was $7.6M for the quarter ended March 31, 2026 and $76.6M for 2025, with net losses of $8.0M and $9.3M, respectively.
BioStem discloses a going concern uncertainty driven by pricing cuts from CMS, obligations tied to the BioTissue acquisition (including up to $10.0M contingent consideration for the Catalyze product), and an accumulated deficit. A new Medicare rule setting a $127.14 per square centimeter rate reduced some revenue per unit by up to 95% and has pressured volumes, particularly in physician offices. The company is an emerging growth and smaller reporting company and describes extensive regulatory, reimbursement, operational, and concentration risks.