BioStem sets up $40M private stock deal

Rhea-AI Filing Summary

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.

Key Figures

Total offering capacity: $40,000,000 Total amount sold to date: $0 Total remaining to be sold: $40,000,000 +2 more

5 metrics

Total offering capacity $40,000,000 Aggregate amount of common stock that may be sold under the committed equity facility

Total amount sold to date $0 Reported sales under the Form D offering at the time of the notice

Total remaining to be sold $40,000,000 Remaining capacity under the committed equity facility

Finders’ fees $0 Finders’ fees disclosed for the offering

Form D signature date September 21, 2026 Date signed by CEO Jason Matuszewski

Key Terms

Form D, committed equity facility, Rule 506(b), Regulation D exemption, +1 more

5 terms

Form D regulatory

"FORM D Notice of Exempt Offering of Securities"

Form D is a short notice filed with the U.S. Securities and Exchange Commission when a company raises money using a private offering exemption instead of a full public registration. Think of it as a public receipt that lists basic facts about the fundraiser—amount sought, how much has been sold, and who the issuer is—without the full audited disclosures of a public offering. Investors use it to spot private financings, assess potential dilution or fundraising activity, and find contact information, but it is not a substitute for detailed due diligence.

committed equity facility financial

"Offering is a committed equity facility under which the issuer has the right"

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.

Rule 506(b) regulatory

"Rule 506(b) | Rule 506(c) | Securities Act Section 4(a)(5)"

Rule 506(b) is a U.S. securities exemption that lets companies sell shares or debt privately without full public registration, provided sales are primarily to accredited investors, up to 35 non‑accredited but financially knowledgeable buyers, and there is no public advertising or solicitation. It matters to investors because offerings under 506(b) usually include less public disclosure than registered securities—like buying from a private seller rather than a retail store—so buyers must do more of their own fact‑checking and rely on their financial sophistication.

Regulation D exemption regulatory

"if the issuer is claiming a Regulation D exemption for the offering"

covered securities regulatory

"if the securities that are the subject of this Form D are "covered securities""

Offering Details

other

Offering

Offering Type other

FAQ

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

What type of securities is BioStem Technologies, Inc. (BSEM) offering in this Form D?

BioStem Technologies, Inc. is offering equity securities in the form of common stock under a committed equity facility, structured as an exempt private offering under Rule 506(b) of Regulation D.

What is the maximum amount BioStem Technologies (BSEM) can sell under this committed equity facility?

BioStem Technologies may sell up to an aggregate of $40,000,000 of its common stock under the committed equity facility, in amounts and at times it chooses, subject to stated limitations.

How much has BioStem Technologies (BSEM) sold so far under this Form D offering?

As of this notice, BioStem Technologies reports that the total amount sold is $0, and the total remaining to be sold is $40,000,000 of common stock.

Under which exemption is BioStem Technologies (BSEM) conducting this private offering?

The private offering is being conducted under Rule 506(b) of Regulation D, a federal exemption that allows certain private placements without SEC registration, subject to specific conditions.

Will BioStem Technologies (BSEM) pay any finders’ fees or sales commissions for this offering?

The Form D states that finders’ fees are $0 for this offering. No separate sales commission amounts are disclosed in the provided information.

What is the industry and location of BioStem Technologies, Inc. (BSEM) as listed in the Form D?

BioStem Technologies is classified in the Health Care – Biotechnology industry group and lists its principal place of business in Pompano Beach, Florida, at 2836 Center Port Circle.

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

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Available on EDGAR 09/21/2026 - 04:30 PM Accepted by SEC EDGAR 09/21/2026 - 04:29 PM Learn about SEC filing dates

The Securities and Exchange Commission has not necessarily reviewed the information in this filing and has not determined if it is accurate and complete.
The reader should not assume that the information is accurate and complete.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Intentional misstatements or omissions of fact constitute federal criminal violations. See 18 U.S.C. 1001.

FORM D

Notice of Exempt Offering of Securities

OMB APPROVAL

OMB Number:			3235-0076
Estimated average burden
hours per response:			4.00

1. Issuer's Identity

CIK (Filer ID Number)

Previous Names

None

Entity Type

0001658678

BIOSTEM TECHNOLOGIES

Caribbean International Holdings, Inc.

Caribbean Casino & Gaming Corporation

X	Corporation
	Limited Partnership
	Limited Liability Company
	General Partnership
	Business Trust
	Other (Specify)

Name of Issuer

BioStem Technologies, Inc.

Jurisdiction of Incorporation/Organization

FLORIDA

Year of Incorporation/Organization

X	Over Five Years Ago
	Within Last Five Years (Specify Year)
	Yet to Be Formed

2. Principal Place of Business and Contact Information

Name of Issuer
BioStem Technologies, Inc.
Street Address 1		Street Address 2
2836 CENTER PORT CIRCLE
City	State/Province/Country	ZIP/PostalCode	Phone Number of Issuer
POMPANO BEACH	FLORIDA	33064	(954) 308-8342

3. Related Persons

Last Name	First Name	Middle Name
Matuszewski	Jason
Street Address 1	Street Address 2
2836 Center Port Circle
City	State/Province/Country	ZIP/PostalCode
Pompano Beach	FLORIDA	33064

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Poe	Brandon
Street Address 1	Street Address 2
2836 Center Port Circle
City	State/Province/Country	ZIP/PostalCode
Pompano Beach	FLORIDA	33064

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Van Vurst	Andrew
Street Address 1	Street Address 2
2836 Center Port Circle
City	State/Province/Country	ZIP/PostalCode
Pompano Beach	FLORIDA	33064

Relationship: X Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Hassett	Barry
Street Address 1	Street Address 2
2836 Center Port Circle
City	State/Province/Country	ZIP/PostalCode
Pompano Beach	FLORIDA	33064

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Gorrell	Katherine
Street Address 1	Street Address 2
2836 Center Port Circle
City	State/Province/Country	ZIP/PostalCode
Pompano Beach	FLORIDA	33064

Relationship: X Executive Officer Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Warrington	Kenneth
Street Address 1	Street Address 2
2836 Center Port Circle
City	State/Province/Country	ZIP/PostalCode
Pompano Beach	FLORIDA	33064

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Glickman	Mark
Street Address 1	Street Address 2
2836 Center Port Circle
City	State/Province/Country	ZIP/PostalCode
Pompano Beach	FLORIDA	33064

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Lesser Hannaway	Rayna
Street Address 1	Street Address 2
2836 Center Port Circle
City	State/Province/Country	ZIP/PostalCode
Pompano Beach	FLORIDA	33064

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Ungrodt	Jodi
Street Address 1	Street Address 2
2836 Center Port Circle
City	State/Province/Country	ZIP/PostalCode
Pompano Beach	FLORIDA	33064

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

Last Name	First Name	Middle Name
Sonenreich	Steven
Street Address 1	Street Address 2
2836 Center Port Circle
City	State/Province/Country	ZIP/PostalCode
Pompano Beach	FLORIDA	33064

Relationship: Executive Officer X Director Promoter

Clarification of Response (if Necessary):

4. Industry Group

Agriculture

Banking & Financial Services

Commercial Banking

Insurance

Investing

Investment Banking

Pooled Investment Fund

Is the issuer registered as
an investment company under
the Investment Company
Act of 1940?

Yes No

Other Banking & Financial Services

Business Services

Energy

Coal Mining

Electric Utilities

Energy Conservation

Environmental Services

Oil & Gas

Other Energy

	Health Care
	X Biotechnology
	Health Insurance
	Hospitals & Physicians
	Pharmaceuticals
	Other Health Care
	Manufacturing
	Real Estate
	Commercial
	Construction
	REITS & Finance
	Residential
	Other Real Estate

Retailing

Restaurants

Technology

Computers

Telecommunications

Other Technology

Travel

Airlines & Airports

Lodging & Conventions

Tourism & Travel Services

Other Travel

Other

5. Issuer Size

Revenue Range		OR	Aggregate Net Asset Value Range
	No Revenues			No Aggregate Net Asset Value
	$1 - $1,000,000			$1 - $5,000,000
	$1,000,001 - $5,000,000			$5,000,001 - $25,000,000
	$5,000,001 - $25,000,000			$25,000,001 - $50,000,000
	$25,000,001 - $100,000,000			$50,000,001 - $100,000,000
	Over $100,000,000			Over $100,000,000
X	Decline to Disclose			Decline to Disclose
	Not Applicable			Not Applicable

6. Federal Exemption(s) and Exclusion(s) Claimed (select all that apply)

		Rule 504(b)(1) (not (i), (ii) or (iii))
		Rule 504 (b)(1)(i)
		Rule 504 (b)(1)(ii)
		Rule 504 (b)(1)(iii)
	X	Rule 506(b)
		Rule 506(c)
		Securities Act Section 4(a)(5)

Investment Company Act Section 3(c)

Section 3(c)(1) Section 3(c)(9)

Section 3(c)(2) Section 3(c)(10)

Section 3(c)(3) Section 3(c)(11)

Section 3(c)(4) Section 3(c)(12)

Section 3(c)(5) Section 3(c)(13)

Section 3(c)(6) Section 3(c)(14)

Section 3(c)(7)

7. Type of Filing

X	New Notice			Date of First Sale			X	First Sale Yet to Occur
	Amendment

8. Duration of Offering

Does the Issuer intend this offering to last more than one year? X Yes No

9. Type(s) of Securities Offered (select all that apply)

X	Equity		Pooled Investment Fund Interests
	Debt		Tenant-in-Common Securities
	Option, Warrant or Other Right to Acquire Another Security		Mineral Property Securities
	Security to be Acquired Upon Exercise of Option, Warrant or Other Right to Acquire Security		Other (describe)

10. Business Combination Transaction

Is this offering being made in connection with a business combination transaction, such as a merger, acquisition or exchange offer? Yes X No

Clarification of Response (if Necessary):

11. Minimum Investment

Minimum investment accepted from any outside investor $0 USD

12. Sales Compensation

Recipient	Recipient CRD Number X None
(Associated) Broker or Dealer X None	(Associated) Broker or Dealer CRD Number X None
Street Address 1	Street Address 2
City	State/Province/Country	ZIP/Postal Code
State(s) of Solicitation (select all that apply) Check "All States" or check individual States All States	Foreign/non-US

13. Offering and Sales Amounts

Total Offering Amount	$40,000,000	USD	or Indefinite
Total Amount Sold	$0	USD
Total Remaining to be Sold	$40,000,000	USD	or Indefinite

Clarification of Response (if Necessary):

Offering is a committed equity facility under which the issuer has the right, in its sole discretion, to sell to the investor up to an aggregate of $40,000,000 of the issuer's common stock from time to time, subject to certain limitations.

14. Investors

Select if securities in the offering have been or may be sold to persons who do not qualify as accredited investors, and enter the number of such non-accredited investors who already have invested in the offering.

Regardless of whether securities in the offering have been or may be sold to persons who do not qualify as accredited investors, enter the total number of investors who already have invested in the offering:

1

15. Sales Commissions & Finder's Fees Expenses

Provide separately the amounts of sales commissions and finders fees expenses, if any. If the amount of an expenditure is not known, provide an estimate and check the box next to the amount.

Sales Commissions	$0	USD	Estimate
Finders' Fees	$0	USD	Estimate

Clarification of Response (if Necessary):

16. Use of Proceeds

Provide the amount of the gross proceeds of the offering that has been or is proposed to be used for payments to any of the persons required to be named as executive officers, directors or promoters in response to Item 3 above. If the amount is unknown, provide an estimate and check the box next to the amount.

$0

USD

Estimate

Clarification of Response (if Necessary):

Signature and Submission

Please verify the information you have entered and review the Terms of Submission below before signing and clicking SUBMIT below to file this notice.

Terms of Submission

In submitting this notice, each issuer named above is:

• Notifying the SEC and/or each State in which this notice is filed of the offering of securities described and undertaking to furnish them, upon written request, in the accordance with applicable law, the information furnished to offerees.*

• Irrevocably appointing each of the Secretary of the SEC and, the Securities Administrator or other legally designated officer of the State in which the issuer maintains its principal place of business and any State in which this notice is filed, as its agents for service of process, and agreeing that these persons may accept service on its behalf, of any notice, process or pleading, and further agreeing that such service may be made by registered or certified mail, in any Federal or state action, administrative proceeding, or arbitration brought against the issuer in any place subject to the jurisdiction of the United States, if the action, proceeding or arbitration (a) arises out of any activity in connection with the offering of securities that is the subject of this notice, and (b) is founded, directly or indirectly, upon the provisions of: (i) the Securities Act of 1933, the Securities Exchange Act of 1934, the Trust Indenture Act of 1939, the Investment Company Act of 1940, or the Investment Advisers Act of 1940, or any rule or regulation under any of these statutes, or (ii) the laws of the State in which the issuer maintains its principal place of business or any State in which this notice is filed.

• Certifying that, if the issuer is claiming a Regulation D exemption for the offering, the issuer is not disqualified from relying on Rule 504 or Rule 506 for one of the reasons stated in Rule 504(b)(3) or Rule 506(d).

Each Issuer identified above has read this notice, knows the contents to be true, and has duly caused this notice to be signed on its behalf by the undersigned duly authorized person.

For signature, type in the signer's name or other letters or characters adopted or authorized as the signer's signature.

Issuer	Signature	Name of Signer	Title	Date
BioStem Technologies, Inc.	/s/ Jason Matuszewski	Jason Matuszewski	Chief Executive Officer	2026-09-21

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.

* This undertaking does not affect any limits Section 102(a) of the National Securities Markets Improvement Act of 1996 ("NSMIA") [Pub. L. No. 104-290, 110 Stat. 3416 (Oct. 11, 1996)] imposes on the ability of States to require information. As a result, if the securities that are the subject of this Form D are "covered securities" for purposes of NSMIA, whether in all instances or due to the nature of the offering that is the subject of this Form D, States cannot routinely require offering materials under this undertaking or otherwise and can require offering materials only to the extent NSMIA permits them to do so under NSMIA's preservation of their anti-fraud authority.