STOCK TITAN

BioStem sets up $40M equity line with Roth

(Very High)
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

BioStem Technologies, Inc. (BSEM) entered into a common stock purchase agreement and related registration rights agreement with Roth Principal Investments, LLC, establishing a committed equity facility under which BioStem may, at its sole discretion, sell up to $40,000,000 of common stock over a period of up to 36 months after commencement, subject to conditions including an effective resale registration statement and a $1.00 Nasdaq closing price threshold.

The company will register the resale by Roth of up to 12,050,000 shares and is initially limited by a Nasdaq “Exchange Cap” of 3,585,375 shares, equal to 19.99% of pre-agreement shares outstanding, unless shareholder approval is obtained or Roth’s average purchase price is at least $4.3056. Purchase prices are based on VWAP with discounts of 3.0% for Market Open and Intraday Purchases and 5.0% for Pre‑Market and Post‑Market Purchases, subject to volume and ownership caps, including a 4.99% beneficial ownership limit for Roth. BioStem will pay a $400,000 cash commitment fee and plans to use any net proceeds for working capital and general corporate purposes.

Positive

  • None.

Negative

  • None.

Filing Explained

As of September 18, BioStem has conditional funding capacity, not reported cash proceeds or completed share issuance.

The September 18, 2026 Form 8-K reports that BioStem Technologies entered into a common-stock purchase agreement and related registration-rights agreement, a material agreement under the Form 8-K framework.

The arrangement is conditional funding capacity, not a completed financing: the company may direct sales of up to $40,000,000, but the filing does not report completed purchases or proceeds received. Any shares issued under the facility would increase the share count and reduce existing holders’ percentage ownership absent offsetting changes.

Roth’s purchase obligation begins only after the stated conditions are satisfied, including effectiveness of the resale registration statement; the company controls whether and when to direct purchases. The agreements also require a $75,000 legal-fee reimbursement, up to $7,500 per fiscal quarter for specified diligence, and $50,000 for the qualified independent underwriter.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 3.02 Unregistered Sales of Equity Securities Securities
The company sold equity securities in a private placement or other unregistered transaction.
Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, or exhibit attachments filed with this report.
Committed Equity Facility Size $40,000,000 Total aggregate dollar amount Roth Principal Investments may purchase in common stock
Exchange Cap Shares 3,585,375 shares Maximum shares issuable to Roth equal to 19.99% of shares outstanding before the agreement
Exchange Cap Percentage 19.99% Cap under Nasdaq rules on shares issuable to Roth absent shareholder approval or price condition
Minimum Price for Exchange Cap Relief $4.3056 per share Average price per share paid by Roth that would remove the Exchange Cap limitation
Threshold Price $1.00 per share Minimum prior-day Nasdaq closing price required to initiate a Purchase
VWAP Discounts 3.0% and 5.0% Discounts to VWAP for Market Open/Intraday (3.0%) and Pre-/Post-Market (5.0%) Purchases
Cash Commitment Fee $400,000 Fee equal to 1.0% of the $40,000,000 commitment, payable from initial Purchase proceeds
Resale Registration Shares 12,050,000 shares Shares of common stock to be registered for resale by Roth under the registration rights agreement
Committed Equity Facility financial
"entered into a $40 million Committed Equity Facility (the “CEF”) with Roth"
A committed equity facility is a formal agreement in which a financial institution or investor promises to buy newly issued shares from a company up to a set limit over a fixed period, providing a reliable source of capital on demand. For investors, it matters because it gives the company a predictable funding backup—like a credit line but paid with stock—reducing financing risk while potentially diluting existing shareholders and signaling management’s access to growth or restructuring resources.
Exchange Cap market
"may not issue to Roth under the Purchase Agreement a number of Shares which is in excess of 19.99% of the Shares outstanding immediately prior"
Variable Rate Transactions financial
"a prohibition on entering into specified “Variable Rate Transactions” during the term of the Purchase Agreement"
VWAP financial
"purchase price for a Market Open Purchase will equal the volume weighted average price of the Common Stock (the “VWAP”)"
VWAP, or Volume-Weighted Average Price, is a way to find the average price of a stock throughout the trading day, giving more importance to times when more shares are traded. It helps traders see the typical price and decide whether a stock is expensive or cheap compared to its average, similar to finding the average speed during a trip by giving more weight to times when you traveled faster or slower.
qualified independent underwriter regulatory
"engaged Compass Point ... to be the qualified independent underwriter in the offering"
A qualified independent underwriter is a financial firm that is both eligible under regulatory rules and free of close ties to the issuing company, so it can buy, price and sell a new batch of securities without conflicts of interest. Investors treat its involvement like a neutral referee: its role helps set a fair market price, adds credibility to the deal and reduces the risk that shares are being pushed on biased or poorly vetted terms.
beneficially owning regulatory
"would result in Roth Principal Investments beneficially owning more than 4.99% of the outstanding shares"
Beneficially owning a security means you have the economic rights and practical power over shares even if they’re held in another name—you can receive dividends, sell the shares, or direct how they’re voted. Think of it like renting a car: you may not hold the title, but you control and use it. For investors, beneficial ownership reveals who actually controls or benefits from a company’s stock and is used in regulatory disclosure and voting calculations.

FAQ

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

What financing did BioStem Technologies (BSEM) announce in this 8-K?

BioStem entered into a $40,000,000 committed equity facility with Roth Principal Investments, allowing but not obligating the company to sell common stock over up to 36 months after commencement, following effectiveness of a resale registration statement and satisfaction of other conditions.

How is the BioStem (BSEM) share purchase price determined under the facility?

For Market Open and Intraday Purchases, Roth pays the VWAP minus 3.0% over a defined valuation period. For Pre‑Market and Post‑Market Purchases, Roth pays the VWAP minus 5.0%, all subject to share volume limits and a $1.00 threshold price.

What are the Nasdaq share issuance limits for BioStem’s $40 million facility?

Under Nasdaq rules, BioStem may not issue Roth more than 3,585,375 shares, equal to 19.99% of pre‑agreement outstanding shares, unless shareholders approve more or Roth’s average purchase price is at least $4.3056, in which case the Exchange Cap would not apply.

What ownership limit applies to Roth Principal Investments in the BSEM agreement?

BioStem may not issue shares that would cause Roth Principal Investments and its affiliates to beneficially own more than 4.99% of BioStem’s outstanding common stock, as calculated under Section 13(d) of the Exchange Act and related rules.

How does BioStem (BSEM) plan to use proceeds from the equity facility?

BioStem states that any net proceeds it receives from sales of common stock to Roth Principal Investments under the committed equity facility will be used for working capital and general corporate purposes.

What fees and expenses will BioStem pay in connection with the Roth facility?

BioStem will pay a $400,000 cash commitment fee (1% of the commitment), reimburse Roth $75,000 for initial legal fees, up to $7,500 per quarter for ongoing legal costs, and $50,000 for Compass Point’s services as qualified independent underwriter.

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

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Learn about SEC filing dates
0001658678false00016586782026-09-182026-09-18

 

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

Date of Report (Date of earliest event reported): September 18, 2026

 

 

BioStem Technologies, Inc.

(Exact name of Registrant as Specified in Its Charter)

 

 

Florida

001-42292

27-0400416

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

2836 Center Port Circle

 

Pompano Beach, Florida

 

33064

(Address of Principal Executive Offices)

 

(Zip Code)

 

Registrant’s Telephone Number, Including Area Code: (954) 380-8342

 

 

(Former Name or Former Address, if Changed Since Last Report)

 

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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:


Title of each class

 

Trading
Symbol(s)

 


Name of each exchange on which registered

Common Stock, $0.001 par value

 

BSEM

 

The Nasdaq Stock Market LLC

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.

 

Committed Equity Facility

 

On September 18, 2026, BioStem Technologies, Inc., a Florida corporation (the “Company”) entered into a common stock purchase agreement (the “Purchase Agreement”) and a related registration rights agreement, dated as of September 18, 2026 (the “Registration Rights Agreement”), with Roth Principal Investments, LLC (“Roth Principal Investments”). Upon the terms and subject to the satisfaction of the conditions contained in the Purchase Agreement, the Company has the right, in the Company’s sole discretion, to sell to Roth Principal Investments up to $40,000,000 of shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), subject to certain limitations contained in the Purchase Agreement (the “Commitment Amount”), from time to time during the term of the Purchase Agreement through one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases and Post-Market Purchases on any Purchase Date (each term as defined below). Sales of Common Stock pursuant to the Purchase Agreement, and the timing of any sales, are solely at the Company’s option, and the Company is under no obligation to sell any securities to Roth Principal Investments under the Purchase Agreement.

In accordance with the Company’s obligations under the Registration Rights Agreement, the Company has agreed to file a registration statement to register under the Securities Act of 1933, as amended (the “Securities Act”), the offer and resale by Roth Principal Investments of up to 12,050,000 shares of Common Stock (the “Purchase Shares”) that the Company may, in the Company’s sole discretion, elect to sell to Roth Principal Investments, from time to time from and after the Commencement Date (as defined below) pursuant to the Purchase Agreement.

Upon the initial satisfaction of each of the conditions to Roth Principal Investments’ purchase obligations set forth in the Purchase Agreement (the initial satisfaction of all of such conditions, the “Commencement”), including that the registration statement described above will have been declared effective by the SEC, the Company has the right, but not the obligation, from time to time in the Company’s sole discretion for a period of up to 36 months beginning on the date on which the Commencement occurs (the “Commencement Date”), to direct Roth Principal Investments to purchase up to a specified maximum amount of shares of Common Stock, in one or more Market Open Purchases, Intraday Purchases, Pre-Market Purchases and/or Post-Market Purchases (each, as defined below, and together, “Purchases”), by timely delivering written notice to Roth Principal Investments on any trading day selected by the Company as the purchase date (each, a “Purchase Date”), so long as (i) the closing sale price of the Common Stock on Nasdaq on the trading day immediately prior to such Purchase Date is not less than a threshold price of $1.00 (the “Threshold Price”) and (ii) all shares of Common Stock subject to all prior Purchases have been received by Roth Principal Investments in accordance with the Purchase Agreement.

 

A “Market Open Purchase” is a Purchase for which the Company delivers notice to Roth Principal Investments after 7:30 a.m. and prior to 9:00 a.m., New York City time, on the Purchase Date. The per share purchase price for a Market Open Purchase will equal the volume weighted average price of the Common Stock (the “VWAP”) over a valuation period on the applicable Purchase Date determined in accordance with the Purchase Agreement, less a fixed 3.0% discount, in each case subject to the share volume and minimum price limitations set forth in the Purchase Agreement.

The volume of shares traded and the VWAP for a valuation period are calculated in accordance with the Purchase Agreement, which excludes certain opening, closing and below-threshold transactions.

An “Intraday Purchase” is a Purchase for which the Company delivers an irrevocable written notice to Roth Principal Investments after 10:00 a.m. and prior to 2:00 p.m., New York City time, on the Purchase Date, in an amount not to exceed certain limitations set forth in the Purchase Agreement similar to those applicable to a Market Open Purchase. The per share purchase price for an Intraday Purchase is calculated in the same manner as a Market Open Purchase, including the same fixed 3.0% discount to the applicable VWAP, over a separate valuation period on such Purchase Date.

Each Purchase is subject to the continued satisfaction of the conditions set forth in the Purchase Agreement, including the Threshold Price condition.

 

A “Pre-Market Purchase” and a “Post-Market Purchase” are Purchases for which the Company delivers an irrevocable written notice to Roth Principal Investments, respectively, after 7:00 a.m. and prior to 8:30 a.m., and after 4:05 p.m. and prior to 5:00 p.m., New York City time, on the Purchase Date, in each case in an amount not to exceed certain limitations set forth in the Purchase Agreement. The per share purchase price for each Pre-Market Purchase and Post-Market Purchase will equal the applicable VWAP over the applicable valuation period, less a fixed 5.0% discount.

The amounts, timing windows, valuation periods and other mechanics of each Purchase are as set forth in the Purchase Agreement.

 


There is no upper limit on the price per share that Roth Principal Investments could be obligated to pay for Common Stock in any Purchase, and the purchase price per share and the applicable share and dollar limitations will be equitably adjusted for any reorganization, recapitalization, non-cash dividend, stock split, reverse stock split or similar transaction as set forth in the Purchase Agreement.

 

The Company will control the timing and amount of any sales of Common Stock to Roth Principal Investments that the Company may elect, in the Company’s sole discretion, to effect from time to time from and after the Commencement Date and during the term of the Purchase Agreement. Actual sales of shares of Common Stock to Roth Principal Investments under the Purchase Agreement will depend on a variety of factors to be determined by the Company from time to time, including, among other things, market conditions, the trading price of the Common Stock and determinations by the Company as to the appropriate sources of funding for the Company’s business and operations. The Company has no obligation to sell any shares to Roth Principal Investments, and Roth Principal Investments is obligated to purchase shares only as directed by the Company and subject to the terms and conditions of the Purchase Agreement.

Under the applicable Nasdaq rules, in no event may the Company issue to Roth Principal Investments under the Purchase Agreement more than 3,585,375 shares of Common Stock, which number of shares is equal to 19.99% of the shares of Common Stock outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless (i) the Company obtains stockholder approval to issue shares of Common Stock in excess of the Exchange Cap in accordance with applicable Nasdaq rules, or (ii) the average price per share paid by Roth Principal Investments for all of the shares of Common Stock that the Company directs Roth Principal Investments to purchase from the Company pursuant to the Purchase Agreement, if any, equals or exceeds $4.3056 (representing the average official closing price of Common Stock on Nasdaq for the five consecutive trading days ending on the trading day immediately prior to the execution of the Purchase Agreement, adjusted as required by Nasdaq to take into account, among other things, the Company’s payment of a cash commitment fee of $400,000 (the “Cash Commitment Fee”) to Roth Principal Investments), so that the Exchange Cap limitation will not apply to issuances and sales of Common Stock pursuant to the Purchase Agreement.

Moreover, the Company may not issue or sell any shares of Common Stock to Roth Principal Investments under the Purchase Agreement which, when aggregated with all other shares of Common Stock then beneficially owned by Roth Principal Investments and its affiliates (as calculated pursuant to Section 13(d) of the Exchange Act, and Rule 13d-3 thereunder), would result in Roth Principal Investments beneficially owning more than 4.99% of the outstanding shares of Common Stock.

The net proceeds to the Company from sales that the Company elects to make to Roth Principal Investments under the Purchase Agreement, if any, will depend on the frequency and prices at which the Company sells shares of Common Stock to Roth Principal Investments. The Company expects that any proceeds received by the Company from such sales of Common Stock to Roth Principal Investments will be used for working capital and general corporate purposes.

There are no restrictions on future financings, rights of first refusal, participation rights, penalties or liquidated damages in the Purchase Agreement or Registration Rights Agreement, other than a prohibition (with certain limited exceptions) on entering into specified “Variable Rate Transactions” (as such term is defined in the Purchase Agreement) during the term of the Purchase Agreement. Such transactions include, among others, the issuance of convertible securities with a conversion or exercise price that is based upon or varies with the trading price of Common Stock after the date of issuance, or the Company’s effecting or entering into an agreement to effect an “equity line of credit” or other substantially similar continuous offering with a third party, in which the Company may offer, issue or sell Common Stock or any securities exercisable, exchangeable or convertible into Common Stock at a future determined price.

Roth Principal Investments has agreed that none of Roth Principal Investments, any of its officers, or any entity managed or controlled by Roth Principal Investments will engage in or effect, directly or indirectly, for Roth Principal Investments’ own account or for the principal account of any such entity managed or controlled by Roth Principal Investments, any short sales of the Common Stock or hedging transaction that establishes a net short position in the Common Stock during the term of the Purchase Agreement.

 

The Purchase Agreement will automatically terminate on the earliest to occur of (i) the first day of the month next following the 36-month anniversary of the Commencement Date, (ii) the date on which Roth Principal Investments will have purchased from the Company under the Purchase Agreement shares of Common Stock for an aggregate gross purchase price of $40,000,000, (iii) the date on which the Common Stock will have failed to be listed or quoted on Nasdaq or another U.S. national securities exchange identified as an “eligible market” in the Purchase Agreement for a period of one trading day, (iv) the 30th trading day after the date on which a voluntary or involuntary bankruptcy proceeding involving the Company has been commenced that is not discharged or dismissed prior to such 30th trading day, and (v) the date on which a bankruptcy custodian is appointed for all or substantially all of the Company’s property or the Company make a general assignment for the benefit of creditors.


The Company has the right to terminate the Purchase Agreement at any time after Commencement, at no cost or penalty, upon 10 trading days’ prior written notice to Roth Principal Investments, except if the Company elects to terminate the Purchase Agreement within 90 days following the closing date, in which case the full Cash Commitment Fee will become immediately due and payable in cash. The Company and Roth Principal Investments may also terminate the Purchase Agreement at any time by mutual written consent.

Roth Principal Investments also has the right to terminate the Purchase Agreement upon 5 trading days’ prior written notice to us, but only upon the occurrence of certain events, including: the occurrence and continuation of a Material Adverse Effect (as such term is defined in the Purchase Agreement); the occurrence of a Fundamental Transaction (as such term is defined in the Purchase Agreement) involving the Company; certain failures to file registration statements by applicable deadlines or have them declared effective by the SEC by applicable deadlines, or material breaches or defaults under the Registration Rights Agreement that remain uncured for 10 trading days after notice; material breaches or defaults by the Company under the Purchase Agreement or the Registration Rights Agreement that remain uncured for 10 trading days after notice; the lapse of effectiveness of any registration statement or unavailability of the prospectus for a period of 20 consecutive trading days or more than 60 trading days in any 365-day period (other than due to acts of Roth Principal Investments); or the suspension of trading in the Common Stock on Nasdaq for a period of five consecutive trading days.

No termination of the Purchase Agreement by the Company or by Roth Principal Investments will become effective prior to the fifth trading day immediately following the date on which any pending Purchase has been fully settled in accordance with the terms and conditions of the Purchase Agreement. No termination of the Purchase Agreement will affect the Registration Rights Agreement, which will survive any termination of the Purchase Agreement. Neither the Company nor Roth Principal Investments may assign or transfer any of their respective rights or obligations under the Purchase Agreement or the Registration Rights Agreement, and no provision of the Purchase Agreement or the Registration Rights Agreement may be modified or waived by the Company or Roth Principal Investments.

Roth Principal Investments is an affiliate of Roth Capital Partners, LLC (“RCP”), a registered broker-dealer and member of the Financial Industry Regulatory Authority, Inc. (“FINRA”). RCP will act as an executing broker that will effectuate resales of Common Stock that have been and may be acquired by Roth Principal Investments from the Company pursuant to the Purchase Agreement.

Because Roth Principal Investments will receive all the net proceeds from such resales of Common Stock made to the public through RCP, RCP is deemed to have a “conflict of interest” within the meaning of FINRA Rule 5121. Consequently, the offering will be conducted in compliance with the provisions of FINRA Rule 5121, which requires that a “qualified independent underwriter,” as defined in FINRA Rule 5121, participate in the preparation of the registration statement and exercise the usual standards of “due diligence” with respect thereto. Accordingly, the Company has engaged Compass Point Research & Trading, LLC, a registered broker-dealer and FINRA member (“Compass Point”), to be the qualified independent underwriter in the offering and, in such capacity, participate in the preparation of the registration statement and exercise the usual standards of “due diligence” with respect thereto.

As consideration for Roth Principal Investments’ commitment to purchase shares of Common Stock at the Company’s direction upon the terms and subject to the conditions set forth in the Purchase Agreement, the Company has agreed to pay to Roth Principal Investments the Cash Commitment Fee, which is equal to 1.0% of Roth Principal Investments’ $40,000,000 total aggregate dollar amount purchase commitment under the Purchase Agreement. The Cash Commitment Fee will be payable in cash to Roth Principal Investments out of the first proceeds, following Market Open Purchases, Intraday Purchases, Pre-Market Purchases and/or Post-Market Purchases, at a 10% participation rate until the entire Cash Commitment Fee has been paid.

 

In addition, the Company has agreed to reimburse Roth Principal Investments for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in connection with the transactions contemplated by the Purchase Agreement and the Registration Rights Agreement in an amount equal to $75,000. The Company has agreed to reimburse Roth Principal Investments up to $7,500 per fiscal quarter for the reasonable legal fees and disbursements of Roth Principal Investments’ legal counsel in connection with quarterly and annual bring-down due diligence investigations and related matters as contemplated by the Purchase Agreement.

The Company has agreed to reimburse Roth Principal Investments in an amount in cash of $50,000 for the fees required to be paid to Compass Point, as consideration for its services in connection with acting as the qualified independent underwriter in the offering. Compass Point will receive no other compensation for acting as the qualified independent underwriter in the offering.

The Purchase Agreement and the Registration Rights Agreement contain customary representations, warranties, conditions, and indemnification obligations of the parties.


Because the per share purchase price that Roth Principal Investments will pay for Purchase Shares in any Market Open Purchase, Intraday Purchase, Pre-Market Purchase or Post-Market Purchase that the Company may elect to effect pursuant to the Purchase Agreement will be determined by reference to the VWAP during the applicable valuation period on the applicable Purchase Date for such Purchase, the Company cannot determine the actual purchase price per share that Roth Principal Investments will be required to pay for any Purchase Shares and, therefore, the Company cannot be certain how many Purchase Shares, in the aggregate, the Company may issue and sell to Roth Principal Investments under the Purchase Agreement.

The Purchase Agreement and Registration Rights Agreement are filed as Exhibits 10.1 and 10.2, respectively, to this Current Report on Form 8-K. The foregoing summaries of the terms of the Purchase Agreement and Registration Rights Agreement are subject to, and qualified in their entirety by, the full text of such documents, which are incorporated herein by reference.

 

Item 3.02 Unregistered Sales of Equity Securities.

 

The disclosure set forth above in Item 1.01 under the heading “Committed Equity Facility” is hereby incorporated by reference into this Item 3.02. The Purchase Shares will be 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.

 

Forward-Looking Statements. This Current Report on Form 8-K contains “forward-looking statements” relating to the Company’s business, including statements related to the amount of shares of Common Stock the Company may issue to Roth Principal Investments pursuant to the Purchase Agreement, and the intended use of any proceeds to be received by the Company from the sale of shares of Common Stock and related matters, that are often identified using “believes”, “expects”, or similar expressions. Forward-looking statements involve several estimates, assumptions, risks, and other uncertainties that may cause actual results to be materially different from those anticipated, believed, estimated, expected, etc. Accordingly, forward-looking statements are not guarantees of future results. Actual results could differ from those projected due to numerous factors and uncertainties. Although the Company believes that the expectations, opinions, projections, and comments reflected in these forward-looking statements are reasonable, the Company can give no assurance that such statements will prove to be correct, and that the Company’s actual results of ‎operations, financial condition and performance will not differ materially from the ‎results of operations, financial condition and performance reflected or implied by these forward-‎looking statements. Undue reliance should not be placed on the forward-looking statements and investors should refer to the risk factors outlined in the “Risk Factors” section of the Company’s Registration Statement on Form 10 and the Company’s subsequent filings with the Securities and Exchange Commission. These forward-looking statements are made as of the date hereof, and the Company assumes no obligation to update these statements or the reasons why actual results could differ from those projected, except as required by law.

Item 7.01 Regulation FD Disclosure.

 

On September 18, 2026, the Company issued a press release announcing that the Company entered into the Purchase Agreement and the Registration Rights Agreement with Roth Principal Investments. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

 

The information provided in this Item 7.01 (including Exhibit 99.1 hereto), is being furnished and will not be deemed “filed” for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor will it be deemed incorporated by reference into any filing under the Exchange Act or the Securities Act, except as expressly set forth by specific reference in such a filing.

 

Item 9.01 Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit

Number

Description

10.1

 

Common Stock Purchase Agreement with Roth Principal Investments, LLC, dated as of September 18, 2026.

10.2

 

Registration Rights Agreement with Roth Principal Investments, LLC, dated as of September 18, 2026.

99.1

 

Press Release.

104

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.

 

 

 

BioStem Technologies, Inc.

 

 

 

 

Date:

September 18, 2026

By:

/s/ Jason Matuszewski

 

 

 

Jason Matuszewski
Chief Executive Officer

 


Exhibit 99.1

BioStem Technologies Secures Up to $40 Million in a Committed Equity Facility

POMPANO BEACH, Fla., Sept. 18, 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 it has entered into a $40 million Committed Equity Facility (the “CEF”) with Roth Principal Investments, LLC (“Roth”), an affiliate of CR Financial Holdings, Inc., the holding company for Roth Capital Partners.

The CEF allows, but does not obligate, BioStem to issue and sell up to $40 million of shares of its common stock (the “Shares”) to Roth, at BioStem’s sole discretion by way of a private placement and subject to certain conditions set forth in the CEF common stock purchase agreement (the “Purchase Agreement”), following the filing and effectiveness of a registration statement registering the resale of such shares. Subject to certain specified exceptions, under the applicable Nasdaq rules, the Company may not issue to Roth under the Purchase Agreement a number of Shares which is in excess of 19.99% of the Shares outstanding immediately prior to the execution of the Purchase Agreement (the “Exchange Cap”), unless the Company obtains shareholder approval to issue the Shares in excess of such Exchange Cap or the average price per Share paid by Roth for all Shares issued under the Purchase Agreement equals or exceeds the applicable minimum price under Nasdaq rules.

BioStem intends to use any net proceeds for working capital and general corporate purposes. BioStem may access capital opportunistically over time and is under no obligation to utilize the full amount available under the CEF.

Pursuant to the registration rights agreement entered into by the Company and Roth in connection with the Purchase Agreement, the Company intends to file a registration statement with the U.S. Securities and Exchange Commission to register the resale by Roth of the Shares issuable under the Purchase Agreement. These securities may not be resold until the registration statement is filed and becomes effective.

No Offer or Solicitation: This press release does not constitute an offer to sell or the solicitation of an offer to buy any securities, nor shall there be any sale of securities in any jurisdiction in which such offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

Forward-Looking Statements: Except for statements of historical fact, this press release also contains forward-looking statements. 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 timing and amount of any draws under the $40 million CEF, including the filing and effectiveness of the related registration statement; and the Company’s plans for the use of proceeds from the CEF.

Forward-looking statements 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 risk that the U.S. Securities and Exchange Commission may not declare effective the registration statement relating to the CEF, or may not do so when expected or at all, limiting or delaying the Company’s access to that facility; the risk that market conditions, the trading price and volume of the Company’s common stock, or the Company’s own discretion may limit the Company’s ability or willingness to draw on the CEF, and the potential dilution to existing stockholders resulting from any such draws; the Company’s ability to extinguish or refinance existing debt as planned; the risk that the Company may be unable to raise additional funds to expand its business; the adequacy of the Company’s capital resources and liquidity to fund its operations and planned commercial expansion; the competition that the Company faces, which could adversely affect its business, results of operations and financial condition; rapid technological change could cause the Company’s products to become obsolete and if the Company does not enhance its product offerings through its research and development efforts, it may be unable to effectively compete; the Company’s ability to convince physicians that its products are safe and effective alternatives to existing treatments and that its products should be used in their procedures; changes in applicable laws or regulations; the risk that the Company may be unable to maintain compliance with Nasdaq’s continued listing standards; the possibility that the Company may be adversely affected by other economic, business, and/or competitive factors; and the other risks and uncertainties described under “Risk Factors” in the Company’s Form 10 registration statement and its subsequent filings with the U.S. Securities and Exchange Commission. You are cautioned not to place undue reliance upon any forward-looking statements, which speak only as of the date made. Although it may voluntarily do so from time to time, the Company undertakes no commitment to update or revise the forward-looking statements, whether as a result of new information, future events or otherwise, except as required by applicable securities laws.

 

 


 

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.

Investor Relations:

Philip Trip Taylor, Gilmartin ir@biostemtech.com

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