BioStem raises about $3M; $10M payment remains unpaid
The warrant terms set a 4.99% beneficial-ownership limit, with a holder option to elect a limit of up to 9.99%.
Sentiment and the balance of points
Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.
Rhea-AI Filing Summary
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.
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.
Positive
- None.
Negative
- Major pointBioStem's $10.0 million payment remained unpaid as of September 30, 2026. 15% of market cap
Insights
Analyzing...
8-K Event Classification
Key Figures
Key Terms
Series A warrants financial
variable rate transaction financial
Registration Rights Agreement regulatory
510(k) clearance regulatory
beneficially owned financial
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
How much did BSEM raise in its private placement?
What ownership limits apply to BSEM warrant exercises?
What restrictions did BSEM accept with the private placement?
Why was BioStem's $10 million payment to BioTissue due?
AI-generated analysis. How Rhea-AI works. Not financial advice.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01 Entry into a Material Definitive Agreement.
Securities Purchase Agreement
On September 29, 2026, BioStem Technologies, Inc. (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with certain institutional investors (the “Investors”), pursuant to which the Company issued and sold in a private placement (the “Private Placement”) an aggregate of 735,296 shares (the “Shares”) of the Company’s common stock, par value $0.001 per share (the “Common Stock”), at a purchase price of $4.08 per share, together with (i) Series A warrants to purchase up to 735,296 shares of Common Stock (the “Series A Warrants”) and (ii) Series B warrants to purchase up to 735,296 shares of Common Stock (the “Series B Warrants and, together with the Series A Warrants, the “Common Warrants”), each Common Warrant having an exercise price of $3.83 per share. The aggregate gross proceeds to the Company from the Private Placement are approximately $3.0 million, before deducting placement agent fees and other offering expenses payable by the Company.
The Private Placement closed on September 30, 2026. The Company currently intends to use the net proceeds primarily for working capital and general corporate purposes.
Pursuant to the Purchase Agreement, each Common Warrant is exercisable immediately upon issuance. The Series A Warrants have a term of five (5) years from the Effective Date (as defined in the Purchase Agreement), and the Series B Warrants have a term of twenty-four (24) months from the Effective Date. In addition, pursuant to the Purchase Agreement, the Company has agreed not to (i) enter into any agreement to issue or announce the issuance or proposed issuance of any shares of Common Stock or Common Stock equivalents, or (ii) file any registration statement or amendment or supplement thereto, for a period of 30 days following the Effective Date, subject to certain customary exceptions. In addition, the Purchase Agreement provides that for a period of six months following the Effective Date, the Company will not effect or enter into an agreement to effect a “variable rate transaction” as defined in the Purchase Agreement, subject to certain customary exceptions.
The exercise price and the number of shares of Common Stock issuable upon exercise of the Common Warrants are subject to customary adjustments in the case of stock dividends, stock splits, pro rata distributions, and similar events in respect of the Common Stock. A holder (together with its affiliates) of the Common Warrants, will not be entitled to exercise any portion of any Common Warrants, which, upon giving effect to such exercise would cause the aggregate number of shares of Common Stock beneficially owned by the holder (together with its affiliates) to exceed 4.99% (or, upon election of the holder, 9.99%) of the number of shares of the Common Stock outstanding immediately after giving effect to the exercise, subject to such holder’s rights under the Common Warrants to increase or decrease such percentage to another percentage not in excess of 9.99% upon notice from such holder to the Company (at least 61 days’ prior notice in the case of an increase).
The Purchase Agreement contains customary representations, warranties and agreements by the Company, indemnification obligations of the Company, including for liabilities arising under the Securities Act of 1933, as amended (the “Securities Act”), other obligations of the parties and termination provisions. The representations, warranties and covenants contained in the Purchase Agreement were made only for the purposes of such agreement and as of the specific dates, were solely for the benefit of the parties to such agreement and may be subject to limitations agreed upon by the contracting parties.
H.C. Wainwright & Co., LLC (the “Placement Agent”) served as the exclusive placement agent for the Company in connection with the Private Placement pursuant to an engagement letter between the Company and the Placement Agent, pursuant to which the Placement Agent agreed to serve on a reasonable best efforts basis in connection with the Private Placement. The Company agreed to issue to the Placement Agent or its designees warrants to purchase up to 18,382 shares of Common Stock in substantially the same form as the Common Warrants, except that the exercise price thereunder is $6.12 per share (the “Placement Agent Warrants”). The Company paid the Placement Agent an aggregate cash fee equal to 7.0% of the gross proceeds received in the Private Placement and reimbursed certain expenses incurred by the Placement Agent in connection with the Private Placement.
Registration Rights Agreement
On September 29, 2026, the Company also entered into a registration rights agreement with the Investors (the “Registration Rights Agreement”), pursuant to which the Company agreed to file a registration statement under the Securities Act with the Securities and Exchange Commission (the “SEC”), covering the resale of the Shares and the shares of Common Stock underlying the Common Warrants no later than 30 calendar days following the date of the Registration Rights Agreement, and to use reasonable best efforts to have the registration statement declared effective by 45 calendar days following the date of the Registration Rights Agreement, and in any event no later than 75 calendar days following the date of the Registration Rights Agreement in the event of a “full review” by the SEC (the “Effectiveness Date”).
The foregoing description of the terms and conditions of the Purchase Agreement, Registration Rights Agreement and Common Warrants is only a summary and is qualified in its entirety by the full text of the form of Purchase Agreement, form of Registration Rights Agreement and form of Common Warrants, copies of which are attached hereto as Exhibits 10.1, 10.2 and 4.1, respectively, and incorporated by reference herein.
Item 3.02 Unregistered Sales of Equity Securities.
The disclosure set forth above in Item 1.01 is hereby incorporated by reference into this Item 3.02. The Shares and Common Warrants were issued without registration under the Securities Act, in reliance on the exemptions provided by Section 4(a)(2) of the Securities Act as a transaction not involving a public offering and Rule 506(b) of Regulation D promulgated under the Securities Act as sales to an accredited investor.
This Current Report on Form 8-K will not constitute an offer to sell or a solicitation of an offer to buy any securities of the Company, nor will there be any sale of any securities of the Company in any state or other jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.
Item 7.01 Regulation FD Disclosure.
On September 30, 2026, the Company issued a press release announcing the Private Placement. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information contained in this Item 7.01, including Exhibit 99.1, is deemed to have been furnished and shall not be deemed to be “filed” for purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, and is not incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
Item 8.01 Other Events.
As previously disclosed, on January 21, 2026, the Company completed the acquisition of certain assets comprising the surgical and wound care business of BioTissue Holdings, Inc. (“BioTissue”) pursuant to an Asset Purchase Agreement. Under that agreement, the Company is obligated to pay BioTissue $10.0 million (the “Clearance Payment”) upon BioTissue's receipt of 510(k) clearance of the Catalyze product, an FDA-cleared advanced wound care device. BioTissue received such clearance in June 2026, and, pursuant to Amendment No. 1 to the Asset Purchase Agreement, the Clearance Payment was due by September 15, 2026.
As of the date of this Current Report on Form 8-K, the Clearance Payment has not been made. The Company is in ongoing discussions with BioTissue regarding the timing and terms of the Clearance Payment.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.
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4.1 |
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Form of Common Warrant |
10.1 |
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Form of Securities Purchase Agreement |
10.2 |
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Form of Registration Rights Agreement |
99.1 |
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Press Release dated September 30, 2026 |
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Cover Page Interactive Data File (embedded within the Inline XBRL document) |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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BioStem Technologies, Inc. |
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September 30, 2026 |
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/s/ Jason Matuszewski |
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Jason Matuszewski |
Exhibit 99.1
BioStem Technologies Announces $3 Million Private Placement Priced At-The-Market Under Nasdaq Rules
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
