STOCK TITAN

BioStem CAO acquires 4,234 shares via RSUs

BioStem Technologies, Inc. (BSEM) reports that Chief Accounting Officer Michael A. Fortunato converted 4,234 restricted stock units into 4,234 shares of common stock on September 15, 2026, at no cash exercise price.

(Neutral)
(Neutral)
Form Type
4

Rhea-AI Filing Summary

BioStem Technologies, Inc. (BSEM) reports that Chief Accounting Officer Michael A. Fortunato converted 4,234 restricted stock units into 4,234 shares of common stock on September 15, 2026, at no cash exercise price. After this conversion, he holds 68,664 common shares directly and continues to hold multiple option and restricted stock unit awards. No Rule 10b5-1 trading plan is reported for these transactions.

Positive

  • None.

Negative

  • None.
Insider FORTUNATO MICHAEL A
Role Chief Accounting Officer
Type Security Shares Price Value
Exercise Restricted Stock Units F6, F7 4,234 $0.00 $0.00
Exercise Common Stock 4,234 $0.00 $0.00
holding Options (Right to Buy) F1 -- -- --
holding Options (Right to Buy) F2 -- -- --
holding Options (Right to Buy) F3 -- -- --
holding Options (Right to Buy) F4 -- -- --
holding Options (Right to Buy) F5 -- -- --
holding Restricted Stock Units F6, F8 -- -- --
holding Restricted Stock Units F6, F9 -- -- --
Holdings After Transaction: Restricted Stock Units — 55,549 contracts for 38,608 underlying shares (Direct); Common Stock — 68,664 shares (Direct); Options (Right to Buy) — 352,468 contracts (Direct)
Footnotes (9)
  1. F1. These options are fully vested and exercisable.
  2. F2. These options vest according to the following schedule: 25% vested on January 4, 2024, the one year anniversary of the grant date, with the remaining options vesting in equal monthly installments over the subsequent three year period.
  3. F3. These options vest according to the following schedule: 33% vested on May 9, 2026, the one-year anniversary of the grant date, with the remaining options vesting in equal quarterly installments over the subsequent two year period.
  4. F4. These options vest according to the following schedule: 33%% will vest on October 13, 2026, the one-year anniversary of the grant date, with the remaining options vesting in equal quarterly installments over the subsequent two year period.
  5. F5. These options vest according to the following schedule: 33% will vest on February 11, 2027, the one year anniversary of the grant date, with the remaining options vesting in equal quarterly installments over the subsequent two year period.
  6. F6. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
  7. F7. These restricted stock units vest in equal quarterly installments over three years from the grant date (September 15, 2024).
  8. F8. These restricted stock units vest according to the following schedule: 33% vested on May 9, 2026, the one-year anniversary of the grant date, with the remaining units vesting in equal quarterly installments over the subsequent two year period.
  9. F9. These restricted stock units vest according to the following schedule: 33% will vest on February 11, 2027, the one year anniversary of the grant date, with the remaining units vesting in equal quarterly installments over the subsequent two year period.
Common shares acquired from RSU conversion 4,234 shares Common stock received upon conversion of restricted stock units on September 15, 2026
Direct common shares held after transaction 68,664 shares Direct ownership of BioStem common stock following the September 15, 2026 transactions
Options underlying shares at $1.07 200,000 shares Underlying common shares for options with a $1.07 exercise price expiring August 16, 2027
Options underlying shares at $2.99 100,000 shares Underlying common shares for options with a $2.99 exercise price expiring January 4, 2033
Options underlying shares at $15.11 (May 2035 expiration) 11,582 shares Underlying common shares for options at $15.11 expiring May 9, 2035
Options underlying shares at $15.11 (October 2035 expiration) 2,340 shares Underlying common shares for options at $15.11 expiring October 13, 2035
Options underlying shares at $5.50 38,546 shares Underlying common shares for options with a $5.50 exercise price expiring February 11, 2036
Restricted stock units outstanding (two awards) 6,790 and 31,818 units Each unit represents a contingent right to receive one share of common stock
Restricted Stock Units financial
"Each restricted stock unit represents a contingent right to receive one share"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
Options (Right to Buy) financial
"These options vest according to the following schedule"
vesting financial
"These options vest according to the following schedule"
Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.
contingent right financial
"Each restricted stock unit represents a contingent right to receive one share"

FAQ

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

What insider transaction did BSEM’s Chief Accounting Officer report on September 15, 2026?

He converted 4,234 restricted stock units into 4,234 shares of common stock on September 15, 2026, at a stated exercise price of $0.00 per share, increasing his directly held common stock position.

How many BioStem Technologies (BSEM) shares does Michael A. Fortunato hold after this Form 4?

Following the reported transactions, Michael A. Fortunato directly holds 68,664 shares of BioStem Technologies common stock, in addition to various option and restricted stock unit awards that are not yet exercised or fully settled into shares.

Were Michael A. Fortunato’s BSEM transactions made under a Rule 10b5-1 trading plan?

No. The filing indicates that the Rule 10b5-1 trading plan box is not checked, and there are no footnotes describing a pre-arranged trading plan, so no Rule 10b5-1 plan is reported for these equity award transactions.

What option positions does the BSEM Chief Accounting Officer report holding after the transaction?

He reports multiple option awards to acquire BioStem common stock, including options over 200,000 shares at $1.07 expiring August 16, 2027, and additional grants at $2.99, $15.11, and $5.50 with expirations in 2033, 2035, and 2036.

What restricted stock unit awards in BSEM stock does Michael A. Fortunato still hold?

He reports restricted stock units representing 6,790 underlying shares and a separate award representing 31,818 underlying shares of BioStem common stock. Each restricted stock unit represents a contingent right to receive one share of common stock upon vesting.

How do the reported BSEM options and RSUs for the Chief Accounting Officer vest?

Certain options and restricted stock units vest with an initial portion (for example, 25% or 33%) on the one-year anniversary of the grant date, with the remaining portions vesting in equal monthly or quarterly installments over two to three years, as specified in the footnotes.

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

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Learn about SEC filing dates
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
FORTUNATO MICHAEL A

(Last)(First)(Middle)
C/O BIOSTEM TECHNOLOGIES, INC.
2836 CENTER PORT CIRCLE

(Street)
POMPANO BEACH FLORIDA 33064

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
BioStem Technologies, Inc. [ BSEM ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
Chief Accounting Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock09/15/2026M4,234A$0.0068,664D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Options (Right to Buy)$1.07 (1)08/16/2027Common Stock200,000200,000D
Options (Right to Buy)$2.99 (2)01/04/2033Common Stock100,000100,000D
Options (Right to Buy)$15.11 (3)05/09/2035Common Stock11,58211,582D
Options (Right to Buy)$15.11 (4)10/13/2035Common Stock2,3402,340D
Options (Right to Buy)$5.5 (5)02/11/2036Common Stock38,54638,546D
Restricted Stock Units(6)09/15/2026M4,234 (7) (7)Common Stock4,234$0.0016,941D
Restricted Stock Units(6) (8) (8)Common Stock6,7906,790D
Restricted Stock Units(6) (9) (9)Common Stock31,81831,818D
Explanation of Responses:
1. These options are fully vested and exercisable.
2. These options vest according to the following schedule: 25% vested on January 4, 2024, the one year anniversary of the grant date, with the remaining options vesting in equal monthly installments over the subsequent three year period.
3. These options vest according to the following schedule: 33% vested on May 9, 2026, the one-year anniversary of the grant date, with the remaining options vesting in equal quarterly installments over the subsequent two year period.
4. These options vest according to the following schedule: 33%% will vest on October 13, 2026, the one-year anniversary of the grant date, with the remaining options vesting in equal quarterly installments over the subsequent two year period.
5. These options vest according to the following schedule: 33% will vest on February 11, 2027, the one year anniversary of the grant date, with the remaining options vesting in equal quarterly installments over the subsequent two year period.
6. Each restricted stock unit represents a contingent right to receive one share of the issuer's common stock.
7. These restricted stock units vest in equal quarterly installments over three years from the grant date (September 15, 2024).
8. These restricted stock units vest according to the following schedule: 33% vested on May 9, 2026, the one-year anniversary of the grant date, with the remaining units vesting in equal quarterly installments over the subsequent two year period.
9. These restricted stock units vest according to the following schedule: 33% will vest on February 11, 2027, the one year anniversary of the grant date, with the remaining units vesting in equal quarterly installments over the subsequent two year period.
/s/ Katherine Gorrell, Attorney-in-Fact09/17/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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.
* Form 4: SEC 1474 (03-26)

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