Every 8-K that BioStem Technologies, Inc. (BSEM) has filed with the SEC in the last 24 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 8-K covers material events a company has to report between its quarterly reports, 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. (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) 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.
BioStem Technologies reported second quarter 2026 net revenue of $7.9 million, up 29% sequentially from $6.1 million but down from $11.0 million a year earlier, driven mainly by Neox and Clarix product sales into hospitals and physician offices.
Gross profit was $4.8 million with a 61% gross margin, flat sequentially and below 94% in the prior-year quarter. Operating expenses rose to $13.2 million, reflecting an expanded commercial team and infrastructure, and GAAP net loss was ($9.0) million, or ($0.52) per share, versus near break-even a year ago. Adjusted EBITDA loss was ($4.6) million, compared with positive $2.5 million in 2025. Cash and equivalents were $7.0 million as of June 30, 2026, down from $29.5 million at year-end.
The company completed an uplisting to the Nasdaq Capital Market, closed a $2.5 million private placement with an institutional investor, and resolved $5.3 million of debt through cash and a new promissory note. Full-year 2026 revenue guidance was raised to $26–$29 million from $25–$29 million.
BioStem Technologies, Inc. reported that its common stock has been approved for listing on The Nasdaq Capital Market. The shares, which previously traded on the OTCID Basic Market, are scheduled to begin trading on Nasdaq on August 7, 2026 under the ticker symbol BSEM.
The company stated that the uplisting marks an important milestone and expressed its belief that trading on Nasdaq may expand access to capital, improve market visibility and liquidity, and support attracting talent. Shareholders are not required to take any action in connection with the listing, and the company’s ticker and par value of $0.001 per share remain unchanged.